X0306 4 2015-07-16 0001288776 GOOGLE INC. GOOG 0001244892 MATHER ANN C/O GOOGLE INC. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043 1 Class C Capital Stock 2015-07-16 4 M 0 6000 0 A 7590 D Class C Capital Stock 2015-07-16 4 S 0 6000 580.00 D 1590 D Class A Common Stock 1413 D Class C Google Stock Unit 14 D Class C Google Stock Unit 469 D Class C Google Stock Unit 199 D Class C Google Stock Unit 151 D Class A Google Stock Unit 14 D Class A Google Stock Unit 199 D Class A Google Stock Unit 151 D Option to Purchase Class C Capital Stock 206.631 2015-07-16 4 M 0 6000 0 D 2014-04-02 2015-12-01 Class C Capital Stock 6000 0 D 1/48th of the grant will vest on June 25, 2014 and an additional 1/48th will vest on the 25th day of each month thereafter, subject to continued service on the Board on such 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"). 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. 1/48th of the grant vests monthly on the 25th day of each month, subject to continued service on such dates. 1/48th of the grant will vest on July 25, 2013 and an additional 1/48th will vest monthly on the 25th day of each month thereafter, subject to continued service on the Board on the applicable vesting dates. 1/48th of GSUs vested on July 25, 2012 and an additional 1/48th will vest monthly on the 25th day of each month thereafter, subject to continued service on such 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 12,000 shares of Class A Common Stock at an exercise price of $414.09 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 12,000 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 $207.4591 and the portion of the option covering Class C Capital Stock has an exercise price of $206.631 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, as attorney-in-fact for Ann Mather 2015-07-16