0001127602-15-022536.txt : 20150707
0001127602-15-022536.hdr.sgml : 20150707
20150707202451
ACCESSION NUMBER: 0001127602-15-022536
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150706
FILED AS OF DATE: 20150707
DATE AS OF CHANGE: 20150707
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: 650 253-0000
MAIL ADDRESS:
STREET 1: 1600 AMPHITHEATRE PARKWAY
CITY: MOUNTAIN VIEW
STATE: CA
ZIP: 94043
FORMER COMPANY:
FORMER CONFORMED NAME: Google Inc.
DATE OF NAME CHANGE: 20040428
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: 15977659
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
2015-07-06
0001288776
GOOGLE INC.
GOOG
0001295030
Drummond David C
C/O GOOGLE INC.
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW
CA
94043
1
SVP, Corporate Development
Class C Google Stock Unit
2015-07-06
4
C
0
145
0
D
1686
D
Class C Capital Stock
2015-07-06
4
C
0
145
0
A
21598
D
Class C Google Stock Unit
2015-07-06
4
F
0
160
523.40
D
1526
D
Class A Google Stock Unit
2015-07-06
4
C
0
145
0
D
1686
D
Class A Common Stock
2015-07-06
4
C
0
145
0
A
3014
D
Class A Google Stock Unit
2015-07-06
4
F
0
160
547.34
D
1526
D
Class C Google Stock Unit
22478
D
Class C Google Stock Unit
70788
D
Class C Capital Stock
2095
I
By Spouse
Class A Google Stock Unit
22478
D
Class A Common Stock
2090
I
By Spouse
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
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.
Vesting of GSUs grant of which was previously reported in Form 4.
Shares withheld to satisfy tax obligations arising out of vesting of GSUs.
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.
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.
100% of the grant will vest on April 25, 2016, subject to the Reporting Person's continued employment with Google on such date.
100% of GSUs will vest on April 25, 2018, subject to continued employment on such vesting date.
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.
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.
/s/ Valentina Margulis, attorney-in-fact for David C. Drummond
2015-07-07