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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Drummond David C (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) Director 10% Owner X Officer (give title below) Other (specify below) SVP, Corporate Development
	3. Date of Earliest Transaction (Month/Day/Year) 04/07/2014
	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 Google Stock Unit(1)	04/07/2014		C(2)		145	D	$0	6,262	D
Class A Common Stock	04/07/2014		C(2)		145	A	$0	145	D
Class C Google Stock Unit(3)(4)	04/07/2014		F(5)		160	D	$545.25	6,247	D
Class C Capital Stock(6)	04/07/2014		C(2)		145	A	$0	21,477	D
Class C Google Stock Unit(3)(4)	04/07/2014		C(2)		145	D	$0	6,102	D
Class C Google Stock Unit(3)(4)	04/07/2014		F(5)		160	D	$543.14	5,942	D
Class A Google Stock Unit(7)								938	D
Class A Google Stock Unit(8)								4,323	D
Class A Google Stock Unit(9)								22,478	D
Class A Google Stock Unit(10)								1,072	D
Class A Common Stock								2,090	I	By Spouse
Class C Google Stock Unit(3)(11)								938	D
Class C Google Stock Unit(3)(12)								4,323	D
Class C Google Stock Unit(3)(13)								22,478	D
Class C Google Stock Unit(3)(14)								1,072	D
Class C Capital Stock(6)								2,090	I	By Spouse

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
Class B Common Stock	$0							(15)	(16)	Class A Common Stock	21,332		21,332	D
Option To Purchase Class A Common Stock	$635.15							04/25/2016	04/04/2022	Class A Common Stock	44,955		44,955	D
Option To Purchase Class A Common Stock	$635.15							04/25/2015	04/04/2022	Class A Common Stock	8,646		8,646	D

Explanation of Responses:

1. The Google Stock Units ("GSUs") entitle the Reporting Person to receive one share of Google Inc.'s Class A Common Stock for each share underlying the GSU as the GSU vests.The GSUs vest as follows: 1/48th of the GSUs shall vest on the vesting start date (1/6/2012) and 1/48th each month thereafter, subject to the Reporting Persons's continued employment with Google on the applicable vesting dates.

2. Vesting of GSUs grant of which was previously reported in Form 4.

3. On January 29, 2014, Google Inc. declared a stock dividend, as a result of which all holders of record of Class A Common Stock on March 27, 2014 received on April 2, 2014 one share of Class C Capital Stock for each share of Class A Common Stock outstanding (the "Stock Dividend"). These GSUs were previously reported as GSUs entitling the Reporting Person to receive one share of Google Inc.'s Class A Common Stock for each share underlying the GSU as the GSU vests. As a result of the Stock Dividend, these GSUs were adjusted and each share underlying the GSU now corresponds to one share of Class A Common Stock and one share of Class C Capital Stock.

4. The Class C Google Stock Units ("Class C GSUs") entitle the Reporting Person to receive one share of Google Inc.'s Class C Common Stock for each share underlying the Class C GSU as the Class C GSU vests. This grant vests as follows: 1/48th of the grant vested on the vesting start date (1/6/2012) and 1/48th of the grant vests each month thereafter, subject to the Reporting Persons's continued employment with Google on the applicable vesting dates.

5. Shares withheld to satisfy tax obligations arising out of vesting of GSUs.

6. This stock was received by the Reporting Person pursuant to a stock dividend declared by Google Inc. on January 29, 2014. As a result of the dividend, all holders of record of Class A Common Stock and Class B Common Stock on March 27, 2014 received on April 2, 2014 one share of Class C Capital Stock for each share of Class A Common Stock outstanding and one share of Class C Capital Stock for each share of Class B Common Stock outstanding.

7. The GSUs vest as follows: 1/4th of the GSUs vested on 12/1/2011 and 1/16th of GSUs vest each quarter thereafter, subject to the Reporting Person's continued employment with Google on the applicable vesting dates.

8. 100% of GSUs will vest on April 25, 2015, subject to the Reporting Person's continued employment with Google on such date.

9. 100% of GSUs will vest on April 25, 2016, subject to the Reporting Person's continued employment with Google on such date.

10. 100% of the grant will vest on December 25, 2014, subject to continued employment with Google on such date.

11. This grant vest as follows: 1/4th of the grant vested on 12/1/2011 and 1/16th of the vest each quarter thereafter, subject to the Reporting Person's continued employment with Google on the applicable vesting dates.

12. 100% of the grant will vest on April 25, 2015, subject to the Reporting Person's continued employment with Google on such date.

13. 100% of the grant will vest on April 25, 2016, subject to the Reporting Person's continued employment with Google on such date.

14. 100% of the grant will vest on December 25, 2014, subject to continued employment with Google on such date.

15. All shares are exercisable as of the transaction date.

16. There is no expiration date for Google Inc.'s Class B Common Stock.

	/s/ Valentina Margulis, attorney-in-fact for David C. Drummond	04/09/2014
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.