X0306 4 2013-05-28 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 2013-05-28 4 C 0 2880 0 A 2880 I By Limited Partnership I Class A Common Stock 2013-05-28 4 S 0 25 880.84 D 2855 I By Limited Partnership I Class A Common Stock 2013-05-28 4 S 0 302 881.71 D 2553 I By Limited Partnership I Class A Common Stock 2013-05-28 4 S 0 448 882.45 D 2105 I By Limited Partnership I Class A Common Stock 2013-05-28 4 S 0 354 883.35 D 1751 I By Limited Partnership I Class A Common Stock 2013-05-28 4 S 0 144 884.53 D 1524 I By Limited Partnership I Class A Common Stock 2013-05-28 4 S 0 83 885.37 D 1668 I By Limited Partnership I Class A Common Stock 2013-05-28 4 S 0 86 886.49 D 1438 I By Limited Partnership I Class A Common Stock 2013-05-28 4 S 0 185 887.58 D 1253 I By Limited Partnership I Class A Common Stock 2013-05-28 4 S 0 455 888.52 D 798 I By Limited Partnership I Class A Common Stock 2013-05-28 4 S 0 365 889.51 D 433 I By Limited Partnership I Class A Common Stock 2013-05-28 4 S 0 293 890.44 D 140 I By Limited Partnership I Class A Common Stock 2013-05-28 4 S 0 140 891.36 D 0 I By Limited Partnership I Class A Common Stock 2013-05-28 4 S 0 35 880.84 D 130512 I By Family Foundation Class A Common Stock 2013-05-28 4 S 0 419 881.71 D 130093 I By Family Foundation Class A Common Stock 2013-05-28 4 S 0 621 882.45 D 129472 I By Family Foundation Class A Common Stock 2013-05-28 4 S 0 491 883.35 D 128981 I By Family Foundation Class A Common Stock 2013-05-28 4 S 0 200 884.53 D 128781 I By Family Foundation Class A Common Stock 2013-05-28 4 S 0 115 885.37 D 128666 I By Family Foundation Class A Common Stock 2013-05-28 4 S 0 120 886.49 D 128546 I By Family Foundation Class A Common Stock 2013-05-28 4 S 0 257 887.58 D 128289 I By Family Foundation Class A Common Stock 2013-05-28 4 S 0 633 888.52 D 127656 I By Family Foundation Class A Common Stock 2013-05-28 4 S 0 507 889.51 D 127149 I By Family Foundation Class A Common Stock 2013-05-28 4 S 0 407 890.44 D 126742 I By Family Foundation Class A Common Stock 2013-05-28 4 S 0 195 891.36 D 126547 I By Family Foundation Class A Common Stock 27002 D Google Stock Unit 39778 D Class B Common Stock 0 2013-05-28 4 C 0 2880 0 D Class A Common Stock 2880 196222 I By Limited Partnership I Class B Common Stock 0 Class A Common Stock 1194309 1194309 D Class B Common Stock 0 Class A Common Stock 989564 989564 I By Limited Partnership II Class B Common Stock 0 Class A Common Stock 3813663 3813663 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 $880.61 to $881.00, 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 (13) 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 $881.01 to $882.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $882.01 to $883.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $883.01 to $884.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $884.01 to $885.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $885.01 to $886.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $886.01 to $887.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $887.01 to $888.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $888.01 to $889.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $889.01 to $890.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $890.01 to $891.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $891.01 to $892.00, 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 two Form 4s filed on May 28, 2013 for ransactions effected by the Reporting Person on the same date. 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 2013-05-28