X0306 4 2012-11-27 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 A Common Stock 2012-11-27 4 S 0 1000 666.75 D 178973 I By Family Foundation Class A Common Stock 2012-11-27 4 S 0 400 673.68 D 178573 I By Family Foundation Class A Common Stock 2012-11-27 4 S 0 400 673.25 D 178173 I By Family Foundation Class A Common Stock 2012-11-27 4 S 0 400 670.72 D 177773 I By Family Foundation Class A Common Stock 2012-11-27 4 S 0 549 670.71 D 177224 I By Family Foundation Class A Common Stock 2012-11-27 4 S 0 100 670.70 D 177124 I By Family Foundation Class A Common Stock 2012-11-27 4 S 0 144 670.66 D 176980 I By Family Foundation Class A Common Stock 2012-11-27 4 S 0 200 673.19 D 176780 I By Family Foundation Class A Common Stock 2012-11-27 4 S 0 18 658.525 D 176762 I By Family Foundation Class A Common Stock 2012-11-27 4 S 0 27 659.4333 D 176735 I By Family Foundation Class A Common Stock 2012-11-27 4 S 0 117 660.3943 D 176618 I By Family Foundation Class A Common Stock 2012-11-27 4 S 0 142 661.6304 D 176476 I By Family Foundation Class A Common Stock 2012-11-27 4 S 0 120 662.4128 D 176356 I By Family Foundation Class A Common Stock 2012-11-27 4 S 0 90 663.5511 D 176266 I By Family Foundation Class A Common Stock 2012-11-27 4 S 0 35 664.5454 D 176231 I By Family Foundation Class A Common Stock 2012-11-27 4 S 0 30 665.665 D 176201 I By Family Foundation Class A Common Stock 2012-11-27 4 S 0 60 666.359 D 176141 I By Family Foundation Class A Common Stock 2012-11-27 4 S 0 15 667.501 D 176126 I By Family Foundation Class A Common Stock 2012-11-27 4 S 0 140 668.5606 D 175986 I By Family Foundation Class A Common Stock 2012-11-27 4 S 0 104 669.2864 D 175882 I By Family Foundation Class A Common Stock 2012-11-27 4 S 0 95 670.6823 D 175787 I By Family Foundation Class A Common Stock 2012-11-27 4 S 0 152 671.6842 D 175635 I By Family Foundation Class A Common Stock 2012-11-27 4 S 0 328 672.4547 D 175307 I By Family Foundation Class A Common Stock 2012-11-27 4 S 0 312 673.2748 D 174995 I By Family Foundation Class A Common Stock 2012-11-27 4 S 0 15 674.231 D 174980 I By Family Foundation Class A Common Stock 21379 D Google Stock Unit 51143 D Class B Common Stock 0 Class A Common Stock 1194309 1194309 D Class B Common Stock 0 Class A Common Stock 239492 239492 I By Limited Partnership I Class B Common Stock 0 Class A Common Stock 1287284 1287284 I By Limited Partnership II Class B Common Stock 0 Class A Common Stock 4772473 4772473 I By Trust Option To Purchase Class A Common Stock 612.00 2021-02-02 Class A Common Stock 181840 181840 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $658.29 to $659.00, 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 (2) through (18) 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 $659.01 to $660.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $660.01 to $661.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $661.01 to $662.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $662.01 to $663.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $663.01 to $664.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $664.01 to $665.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $665.01 to $666.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $666.01 to $667.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $667.01 to $668.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $668.01 to $669.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $669.01 to $670.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $670.01 to $671.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $671.01 to $672.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $672.01 to $673.00, inclusive The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $673.01 to $674.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $674.01 to $675.00, inclusive. 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 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. All shares are exercisable as of the transaction date. There is no expiration date for the Issuer's Class B Common Stock. 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. This Form 4 is one of three Form 4s filed on November 27, 2012 for transactions effected by the Reporting Person on the same day. 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 2012-11-27