X0303 4 2009-05-04 0001288776 Google Inc. GOOG 0001323010 Eustace Robert Alan C/O GOOGLE INC. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043 1 Vice President of Engineering Class A Common Stock 2009-05-04 4 C 0 2000 0 A 7535 D Class A Common Stock 2009-05-04 4 S 0 100 401.2301 D 7435 D Class A Common Stock 2009-05-04 4 S 0 100 399.73 D 7335 D Class A Common Stock 2009-05-04 4 S 0 100 400.66 D 7235 D Class A Common Stock 2009-05-04 4 S 0 100 399.68 D 7135 D Class A Common Stock 2009-05-04 4 S 0 100 399.86 D 7035 D Class A Common Stock 2009-05-04 4 S 0 100 400.99 D 6935 D Class A Common Stock 2009-05-04 4 S 0 100 401.29 D 6835 D Class A Common Stock 2009-05-04 4 S 0 100 401.76 D 6735 D Class A Common Stock 2009-05-04 4 S 0 100 401.38 D 6635 D Class A Common Stock 2009-05-04 4 S 0 100 400.73 D 6535 D Class A Common Stock 2009-05-04 4 S 0 100 399.8101 D 6435 D Class A Common Stock 2009-05-04 4 S 0 100 399.16 D 6335 D Class A Common Stock 2009-05-04 4 S 0 100 396.5301 D 6235 D Class A Common Stock 2009-05-04 4 S 0 100 395.46 D 6135 D Class A Common Stock 2009-05-04 4 S 0 100 396.95 D 6035 D Class A Common Stock 2009-05-04 4 S 0 100 397.38 D 5935 D Class A Common Stock 2009-05-04 4 S 0 100 396.66 D 5835 D Class A Common Stock 2009-05-04 4 S 0 100 395.35 D 5735 D Class A Common Stock 2009-05-04 4 S 0 100 396.57 D 5635 D Class A Common Stock 2009-05-04 4 S 0 100 396.62 D 5535 D Class A Common Stock 7000 I By Trust 1 Class A Common Stock 7000 I By Trust 2 Google Stock Unit 10000 D Google Stock Unit 17069 D Option To Purchase Class B Common Stock 5.00 2009-05-04 4 M 0 2000 0 D 2013-07-18 Class B Common Stock 2000 4395 D Class B Common Stock 0 2009-05-04 4 M 0 2000 0 A Class A Common Stock 2000 33377 D Class B Common Stock 0 2009-05-04 4 C 0 2000 0 D Class A Common Stock 2000 31377 D Option To Purchase Class A Common Stock 448.23 2017-03-01 Class A Common Stock 40000 40000 D Option To Purchase Class A Common Stock 318.92 2019-03-04 Class A Common Stock 34138 34138 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. 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: 1/4th of the GSUs shall vest on the one-year grant date anniversary and 1/16th each quarter thereafter until the units are fully vested, subject to continued employment with Google on the applicable vesting dates. Shares subject to this option will begin vesting on June 12, 2003 and will vest as follows: (i) 15 percent on the one year anniversary of the vesting commencement date, (ii) 17.5 percent in the second year of vesting, (iii) 20 percent in the third year of vesting, (iv) 22.5 percent in the fourth year of vesting, and (v) 25 percent in the fifth year of vesting; provided that shares vesting in each of the years following the one year anniversary of the vesting commencement date will vest in the respective amounts described above ratably at the end of each month. All shares are exercisable as of the transaction date. There is no expiration date for the Issuer's Class B Common Stock. 1/4th of the Options shall vest on the one-year grant date anniversary and 1/48th each month thereafter until the options are fully vested, subject to continued employment with Google on the applicable vesting dates. ***All of the sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.*** /s/ Jonathan Frankel, attorney-in-fact for Robert Alan Eustace 2009-05-05