0001127602-14-024079.txt : 20140729 0001127602-14-024079.hdr.sgml : 20140729 20140729180027 ACCESSION NUMBER: 0001127602-14-024079 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140725 FILED AS OF DATE: 20140729 DATE AS OF CHANGE: 20140729 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: SCHMIDT ERIC E CENTRAL INDEX KEY: 0001242463 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36380 FILM NUMBER: 141000832 MAIL ADDRESS: STREET 1: C/O GOOGLE INC STREET 2: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2014-07-25 0001288776 Google Inc. GOOG 0001242463 SCHMIDT ERIC E C/O GOOGLE INC. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043 1 1 Executive Chairman of Board Class C Capital Stock 2014-07-25 4 S 0 70 554.6184 D 5218 I By Schmidt Ocean Institute Class C Capital Stock 2014-07-25 4 S 0 154 555.5822 D 5064 I By Schmidt Ocean Institute Class C Capital Stock 2014-07-25 4 S 0 263 556.4259 D 4801 I By Schmidt Ocean Institute Class C Capital Stock 2014-07-25 4 S 0 257 557.6111 D 4544 I By Schmidt Ocean Institute Class C Capital Stock 2014-07-25 4 S 0 314 558.2979 D 4230 I By Schmidt Ocean Institute Class C Capital Stock 2014-07-25 4 S 0 405 559.6656 D 3825 I By Schmidt Ocean Institute Class C Capital Stock 2014-07-25 4 S 0 394 560.2909 D 3431 I By Schmidt Ocean Institute Class C Capital Stock 2014-07-25 4 S 0 137 561.6036 D 3294 I By Schmidt Ocean Institute Class C Capital Stock 2014-07-25 4 S 0 87 562.4128 D 3207 I By Schmidt Ocean Institute Class C Capital Stock 2014-07-25 4 S 0 335 563.6562 D 2872 I By Schmidt Ocean Institute Class C Capital Stock 2014-07-25 4 S 0 228 564.3016 D 2644 I By Schmidt Ocean Institute Class A Common Stock 2014-07-25 4 S 0 23 595.8825 D 5265 I By Schmidt Ocean Institute Class A Common Stock 2014-07-25 4 S 0 679 596.7299 D 4586 I By Schmidt Ocean Institute Class A Common Stock 2014-07-25 4 S 0 1086 597.4049 D 3500 I By Schmidt Ocean Institute Class A Common Stock 2014-07-25 4 S 0 80 598.41 D 3420 I By Schmidt Ocean Institute Class A Common Stock 2014-07-25 4 S 0 702 599.4076 D 2718 I By Schmidt Ocean Institute Class A Common Stock 2014-07-25 4 S 0 74 600.5998 D 2644 I By Schmidt Ocean Institute Class C Google Stock Unit 17048 D Class C Google Stock Unit 87862 D Class C Google Stock Unit 1550 D Class C Google Stock Unit 697 D Class A Google Stock Unit 17048 D Class A Google Stock Unit 87862 D Class A Google Stock Unit 1550 D Class A Google Stock Unit 697 D Option To Purchase Class A Common Stock 306.612 2021-02-02 Class A Common Stock 181840 181840 D Option to Purchase Class C Capital Stock 305.388 2021-02-02 Class C Capital Stock 181840 181840 D The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $554.29 to $555.00, inclusive. The Reporting Person undertakes to provide to any security holder of Google Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) through (17) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $555.01 to $556.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $556.01 to $557.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $557.01 to $558.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $558.01 to $559.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $559.01 to $560.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $560.01 to $561.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $561.01 to $562.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $562.01 to $563.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $563.01 to $564.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $564.01 to $565.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $595.01 to $596.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $596.01 to $597.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $597.01 to $598.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $598.01 to $599.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $599.01 to $600.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $600.01 to $601.00, inclusive. 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. The Class C Google Stock Units ("Class C GSUs") entitle the Reporting Person to receive one share of Google Inc.'s Class C Capital Stock for each share underlying the Class C GSU as the Class C GSU vests. This grant vest as follows: 1/4th of the grant vests 12 months after vesting commencement date and 1/16th each quarter thereafter until the units are fully vested, subject to continued employment with Google on the applicable vesting dates. This grant vests as follow: 1/16th of the grant will vest on May 25, 2015, and an additional 1/16th will vest quarterly on the 25th day of the month until GSUs are fully vested, subject to continued employment on such vesting dates. This grant vests as follows: 5/8 of the 8,266 shares vest on September 25, 2013 and 1/16th of the remaining grant will vest on November 2, 2013 and each quarter thereafter, subject to continued employment on the applicable vesting dates. This grant vests as follows: 31/48 of the 4,773 shares vest on September 25, 2013 and 1/48th of the remaining shares will vest on October 2, 2013 and each month thereafter until the entire grant is fully vested, subject to continued employment with Google on the applicable vesting dates. The GSUs vest as follows: 1/4th of the GSUs shall vest 12 months after vesting commencement date and 1/16th each quarter thereafter until the units are fully vested, subject to continued employment with Google on the applicable vesting dates. The GSUs vest as follow: 1/16th of the GSUs will vest on May 25, 2015, and an additional 1/16th will vest quarterly on the 25th day of the month until GSUs are fully vested, subject to continued employment on such vesting dates. The GSUs vest as follows: 5/8 of the 8,266 shares vest on September 25, 2013 and 1/16th of the remaining GSUs will vest on November 2, 2013 and each quarter thereafter, subject to continued employment on the applicable vesting dates. 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: 31/48 of the 4,773 shares vest on September 25, 2013 and 1/48th of the remaining GSUs will vest on October 2, 2013 and each month thereafter until the GSUs are fully vested, subject to continued employment with Google on the applicable vesting dates. The option provided for vesting as follows: 25% of the option shall vest 12 months after vesting commencement date and 1/48th of shares shall vest each month thereafter until the option is fully vested, subject to 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 181,840 shares of Class A Common Stock at an exercise price of $612.00 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 181,840 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 $306.612 and the portion of the option covering Class C Capital Stock has an exercise price of $305.388 per share. This Form 4 is one of six Form 4s filed on July 29, 2014 for transactions effected by the Reporting Person on July 25, 2014. All of the transactions reported in this Form 4 were effected pursuant to Rule 10b5-1 trading plan adopted by the Reporting Person. /s/ Valentina Margulis, as attorney-in-fact for Eric E. Schmidt 2014-07-29