0001127602-15-014341.txt : 20150413 0001127602-15-014341.hdr.sgml : 20150413 20150413134444 ACCESSION NUMBER: 0001127602-15-014341 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150413 FILED AS OF DATE: 20150413 DATE AS OF CHANGE: 20150413 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Google Inc. CENTRAL INDEX KEY: 0001288776 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 770493581 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650 623 4000 MAIL ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Drummond David C CENTRAL INDEX KEY: 0001295030 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36380 FILM NUMBER: 15766331 MAIL ADDRESS: STREET 1: 1600 AMIPHITHEATRE PARKWAY STREET 2: BUILDING 41 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2015-04-13 0001288776 Google Inc. GOOG 0001295030 Drummond David C C/O GOOGLE INC. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043 1 SVP, Corporate Development Class A Common Stock 2015-04-13 4 S 0 145 547.05 D 512 D Class C Capital Stock 2015-04-13 4 S 0 145 539.44 D 19044 D Class A Common Stock 2090 I By Spouse Class C Capital Stock 2090 I By Spouse Class C Google Stock Unit 4323 D Class C Google Stock Unit 22478 D Class C Google Stock Unit 2441 D Class C Google Stock Unit 70788 D Class A Google Stock Unit 4323 D Class A Google Stock Unit 22478 D Class A Google Stock Unit 2441 D Class B Common Stock 0 Class A Common Stock 21332 21332 D Option to Purchase Class C Capital Stock 316.9399 2016-04-25 2022-04-04 Class C Capital Stock 44955 44955 D Option to Purchase Class C Capital Stock 316.9339 2015-04-25 2022-04-04 Class C Capital Stock 8646 8646 D Option to Purchase Class C Capital Stock 153.9765 2017-03-01 Class C Capital Stock 30000 30000 D Option to Purchase Class C Capital Stock 281.6107 2020-12-01 Class C Capital Stock 9998 9998 D Option to Purchase Class C Capital Stock 286.5159 2021-04-06 Class C Capital Stock 29288 29288 D Option to Purchase Class C Capital Stock 159.1411 2019-03-04 Class C Capital Stock 34138 34138 D Option To Purchase Class A Common Stock 318.2102 2016-04-25 2022-04-04 Class A Common Stock 44955 44955 D Option To Purchase Class A Common Stock 318.2102 2015-04-25 2022-04-04 Class A Common Stock 8646 8646 D Option To Purchase Class A Common Stock 159.779 2019-03-04 Class A Common Stock 34138 34138 D Option To Purchase Class A Common Stock 282.7394 2020-12-01 Class A Common Stock 9998 9998 D Option To Purchase Class A Common Stock 287.6642 2021-04-06 Class A Common Stock 29288 29288 D Option To Purchase Class A Common Stock 154.5936 2017-03-01 Class A Common Stock 30000 30000 D Each share of Class A Common Stock was issued upon the conversion of one share of Class B Common Stock at the election of Reporting Person. 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. 100% of the grant will vest on April 25, 2015, subject to the Reporting Person's continued employment with Google on such date. 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. 100% of the grant will vest on April 25, 2016, subject to the Reporting Person's continued employment with Google on such date. 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. 100% of GSUs will vest on April 25, 2018, subject to continued employment on such vesting date. 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. All shares are exercisable as of the transaction date. There is no expiration date for Google Inc.'s Class B Common Stock. 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"). This option was previously reported as an option for 44,955 shares of Class A Common Stock at an exercise price of $635.15 per share, but was adjusted to reflect the Stock Dividend. As a result of adjustment, the option now entitles the Reporting Person to exercise a portion of the option for 44,955 shares of Class C Capital Stock, and the exercise price has been adjusted so that the portion of the option covering Class A Common Stock now has an exercise price of $318.2102 and the portion of the option covering Class C Capital Stock has an exercise price of $316.9399 per share. 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"). This option was previously reported as an option for 8,646 shares of Class A Common Stock at an exercise price of $635.15 per share, but was adjusted to reflect the Stock Dividend. As a result of adjustment, the option now entitles the Reporting Person to exercise a portion of the option for 8,646 shares of Class C Capital Stock, and the exercise price has been adjusted so that the portion of the option covering Class A Common Stock now has an exercise price of $318.2102 and the portion of the option covering Class C Capital Stock has an exercise price of $316.9399 per share. 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"). This option was previously reported as an option for 30,000 shares of Class A Common Stock at an exercise price of $308.57 per share, but was adjusted to reflect the Stock Dividend. As a result of adjustment, the option now entitles the Reporting Person to exercise a portion of the option for 30,000 shares of Class C Capital Stock, and the exercise price has been adjusted so that the portion of the option covering Class A Common Stock now has an exercise price of $154.5936 and the portion of the option covering Class C Capital Stock has an exercise price of $153.9765 per share. The option is fully vested. 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"). This option was previously reported as an option for 9,998 shares of Class A Common Stock at an exercise price of $564.35 per share, but was adjusted to reflect the Stock Dividend. As a result of adjustment, the option now entitles the Reporting Person to exercise a portion of the option for 9,998 shares of Class C Capital Stock, and the exercise price has been adjusted so that the portion of the option covering Class A Common Stock now has an exercise price of $282.7394 and the portion of the option covering Class C Capital Stock has an exercise price of $281.6107 per share. The option vests as follows: 1/4th of the option vested on the one-year grant date anniversary and 1/48th of the grant vest each month thereafter, subject to the Reporting Person's continued employment with Google on the applicable vesting dates. 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"). This option was previously reported as an option for 29,288 shares of Class A Common Stock at an exercise price of $574.18 per share, but was adjusted to reflect the Stock Dividend. As a result of adjustment, the option now entitles the Reporting Person to exercise a portion of the option for 29,288 shares of Class C Capital Stock, and the exercise price has been adjusted so that the portion of the option covering Class A Common Stock now has an exercise price of $287.6642 and the portion of the option covering Class C Capital Stock has an exercise price of $286.5159 per share. The option provided for vesting as follows: 1/48th of the option shall vest on the vesting start date (1/6/12) and 1/48th each month thereafter, subject to the Reporting Person's continued employment with Google on the applicable vesting dates. 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"). This option was previously reported as an option for 34,138 shares of Class A Common Stock at an exercise price of $318.92 per share, but was adjusted to reflect the Stock Dividend. As a result of adjustment, the option now entitles the Reporting Person to exercise a portion of the option for 34,138 shares of Class C Capital Stock, and the exercise price has been adjusted so that the portion of the option covering Class A Common Stock now has an exercise price of $159.779 and the portion of the option covering Class C Capital Stock has an exercise price of $159.1411 per share. All transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person. /s/ Valentina Margulis, attorney-in-fact for David C. Drummond 2015-04-13