0001127602-15-018740.txt : 20150527
0001127602-15-018740.hdr.sgml : 20150527
20150527184404
ACCESSION NUMBER: 0001127602-15-018740
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150526
FILED AS OF DATE: 20150527
DATE AS OF CHANGE: 20150527
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: 15893518
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
2015-05-26
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 Google Stock Unit
2015-05-26
4
F
0
2866
554.52
D
84996
D
Class A Google Stock Unit
2015-05-26
4
C
0
2625
0
D
82371
D
Class A Common Stock
2015-05-26
4
C
0
2625
0
A
55240
D
Class C Google Stock Unit
2015-05-26
4
C
0
2625
0
D
85237
D
Class C Capital Stock
2015-05-26
4
C
0
2625
0
A
1252733
D
Class C Google Stock Unit
2015-05-26
4
F
0
2866
540.11
D
82371
D
Class C Capital Stock
148588
I
By Schmidt Investments LP
Class C Capital Stock
661898
I
By Schmidt Investments LP Fund II
Class C Capital Stock
2468779
I
By The Schmidt Family Living Trust
Class B Common Stock
0
Class A Common Stock
1194309
1194309
D
Class B Common Stock
0
Class A Common Stock
148182
148182
I
By Schmidt Investments LP
Class B Common Stock
0
Class A Common Stock
660086
660086
I
By Schmidt Investments LP Fund II
Class B Common Stock
0
Class A Common Stock
2462020
2462020
I
By Trust
Option to Purchase Class C Capital Stock
305.388
2021-02-02
Class C Capital Stock
181840
181840
D
Option To Purchase Class A Common Stock
306.612
2021-02-02
Class A Common Stock
181840
181840
D
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.
Shares withheld to satisfy tax obligations arising out of vesting of GSUs.
Vesting of GSUs grant of which was previously reported in Form 4.
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.
Includes 3,422 dividend shares of Class C capital stock received as an adjustment payment made by Google Inc. to holders of Class C capital stock pursuant to the Revised Stipulation of Compromise and Settlement regarding The Google, Inc. Class C Shareholder Litigation.
Includes 406 dividend shares of Class C capital stock received as an adjustment payment made by Google Inc. to holders of Class C capital stock pursuant to the Revised Stipulation of Compromise and Settlement regarding The Google, Inc. Class C Shareholder Litigation.
Includes 1,812 dividend shares of Class C capital stock received as an adjustment payment made by Google Inc. to holders of Class C capital stock pursuant to the Revised Stipulation of Compromise and Settlement regarding The Google, Inc. Class C Shareholder Litigation.
Includes 6,759 dividend shares of Class C capital stock received as an adjustment payment made by Google Inc. to holders of Class C capital stock pursuant to the Revised Stipulation of Compromise and Settlement regarding The Google, Inc. Class C Shareholder Litigation.
All shares are exercisable as of the transaction date.
There is no expiration date for the Issuer's Class B Common Stock.
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.
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.
/s/ Valentina Margulis, as attorney-in-fact for Eric E. Schmidt
2015-05-27