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