SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Tilghman Shirley M

(Last) (First) (Middle)
C/O GOOGLE INC.
1600 AMPHITHEATRE PARKWAY

(Street)
MOUNTAIN VIEW CA 94043

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Google Inc. [ GOOG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/22/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock (1) 08/05/2013 J (2) V 50 A $0 5,104 D
Google Stock Unit (3) 08/05/2013 J (2) V 50 D $0 255 D
Google Stock Unit (4) 08/26/2013 J (2) V 14 D $0 316 D
Class A Common Stock (1) 08/26/2013 J (2) V 14 A $0 5,118 D
Class A Common Stock (1) 08/26/2013 J (2) V 12 A $0 5,130 D
Google Stock Unit (5) 08/26/2013 J (2) V 12 D $0 427 D
Google Stock Unit (6) 08/26/2013 J (2) V 8 D $0 381 D
Class A Common Stock (1) 08/26/2013 J (2) V 8 A $0 5,138 D
Class A Common Stock (1) 09/25/2013 J (2) V 14 A $0 5,152 D
Google Stock Unit (4) 09/25/2013 J (2) V 14 D $0 302 D
Google Stock Unit (5) 09/25/2013 J (2) V 13 D $0 414 D
Class A Common Stock (1) 09/25/2013 J (2) V 13 A $0 5,165 D
Class A Common Stock (1) 09/25/2013 J (2) V 8 A $0 5,173 D
Google Stock Unit (6) 09/25/2013 J (2) V 8 D $0 373 D
Class A Common Stock (1) 10/22/2013 M 1,000 A $0 6,173 D
Class A Common Stock (1) 10/22/2013 S 1,000 D $1,002.1444 5,173 D
Class A Common Stock 96 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option To Purchase Class A Common Stock $318.68 10/22/2013 M 1,000 (7) 10/03/2015 Class A Common Stock 1,000 $0 1,000 D
Explanation of Responses:
1. Includes Class A Common Stock resulting from vested GSUs grant of which was previously reported on Form 4s.
2. Vesting of GSUs grant of which was previously reported in Form 4.
3. The Google Stock Units ("GSUs") entitle the reporting person to receive one share of the Google Inc.'s Class A common stock for each share underlying the GSU as the GSU vests. The GSUs vest as follows: (i) 1/4th of GSUs vests 12 months after vesting start date and (ii) 1/16th vests each quarter thereafter, subject to continued service on such vesting dates. Vesting start date is November 3, 2010.
4. 1/48th of GSUs shall vest on the 25th day of the first month after the vesting start date and an additional 1/48th will vest monthly thereafter until the units are fully vested, subject to continued service on such vesting dates. Vesting start date is July 6, 2011.
5. 1/48th of GSUs vested on July 25, 2012 and an additional 1/48th will vest monthly on the 25th day of each month thereafter, subject to continued service on such dates.
6. 1/48th of the grant will vest on July 25, 2013 and an additional 1/48th will vest monthly on the 25th day of each month thereafter, subject to continued service on the Board on the applicable vesting dates.
7. Option is subject to the terms and conditions of Google Inc.'s 2004 Stock Plan and is fully vested.
/s/ Valentina Margulis, as attorney-in-fact for Shirley M. Tilghman 10/22/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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