SEC FORM 4

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^*

DOERR L JOHN

(Last)

(First)

(Middle)

C/O KLEINER PERKINS CAUFIELD & BYERS

2750 SAND HILL ROAD

(Street)

MENLO PARK

94025

(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)
02/04/2005

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/04/2005		J⁽³⁾		12,789	A	$0	16,770	I	Chad A. Byers Trust
Class A Common Stock	02/04/2005		J⁽³⁾		12,789	A	$0	16,770	I	Blake H. Byers Trust
Class A Common Stock	02/04/2005		J⁽³⁾		784	A	$0	1,010	I	Byers Trust dtd 7/25/86
Class A Common Stock	02/04/2005		J⁽⁴⁾		10,012,657	D	$0	71,445	I	KPCB Partnerships⁽¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	$0	02/04/2005		J⁽²⁾		1,363,526		02/04/2005	⁽⁵⁾	Class B Common Stock	1,363,526	$0	1,918,985	D
Class B Common Stock	$0	02/04/2005		J⁽⁴⁾			1,548,120	02/04/2005	⁽⁵⁾	Class B Common Stock	1,548,120	$0	1,855,351	I	KPCB Partnerships⁽¹⁾

Explanation of Responses:

1. Includes shares held by Kleiner Perkins Caufield & Byers IX-A, LP, Kleiner Perkins Caufield & Byers IX-B, LP and KPCB Information Sciences Zaibatsu Fund II, LP, investment funds of which Mr. Doerr is a manager of the general partner. Mr. Doerr disclaims beneficial ownership except to the extent of his pecuniary interest in his distributive shares therein.

2. Shares received upon distribution by Kleiner Perkins Caufield & Byers IX-A, LP, Kleiner Perkins Caufield & Byers IX-B, LP, and KPCB Information Sciences Zaibatsu Fund II, LP ("KPCB Partnerships")

3. Shares received upon distribution by KPCB Partnerships. Mr. Doerr is trustee of these trusts and has voting and investment authority over the shares held by the trusts. Mr. Doerr disclaims any pecuniary interest therein.

4. Distribution by KPCB Partnerships. Mr. Doerr disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein as affected by his distributive shares noted in footnote 2.

5. There is no expiration date for the Issuer's Class B Common Stock.

	Susan Biglieri, Attorney-in-Fact	02/08/2005
	** 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).
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