Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Arora Nikesh
   2. Issuer Name and Ticker or Trading Symbol
Google Inc. [GOOG] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP and Chief Business Officer
(Last)
(First)
(Middle)
C/O GOOGLE INC., 1600 AMPHITHEATRE PARKWAY		 3. Date of Earliest Transaction (Month/Day/Year)
06/02/2014
(Street)

MOUNTAIN VIEW, CA 94043		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class C Capital Stock 06/02/2014   C(1)   597 A $ 0 985 D  
Class C Google Stock Unit (2) (3) 06/02/2014   C(1)   597 D $ 0 3,153 D  
Class C Google Stock Unit (2) (3) 06/02/2014   F(4)   653 D $ 559.89 2,500 D  
Class A Google Stock Unit (5) 06/02/2014   C(1)   597 D $ 0 3,153 D  
Class A Common Stock 06/02/2014   C(1)   597 A $ 0 985 D  
Class A Google Stock Unit (5) 06/02/2014   F(4)   653 D $ 571.65 2,500 D  
Class C Google Stock Unit (2) (6)               34,581 D  
Class C Google Stock Unit (2) (7)               7,729 D  
Class C Google Stock Unit (2) (8)               1,463 D  
Class A Google Stock Unit (9)               34,581 D  
Class A Google Stock Unit (10)               7,729 D  
Class A Google Stock Unit (11)               1,463 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Purchase Class C Capital Stock (12) $ 316.9399             04/25/2016 04/04/2022 Class C Capital Stock 69,162   69,162 D  
Option to Purchase Class C Capital Stock (13) $ 281.6107               (14) 12/01/2020 Class C Capital Stock 6,666   6,666 D  
Option to Purchase Class C Capital Stock (15) $ 286.5159               (16) 04/06/2021 Class C Capital Stock 17,085   17,085 D  
Option To Purchase Class A Common Stock $ 318.2102             04/25/2016 04/04/2022 Class A Common Stock 69,162   69,162 D  
Option To Purchase Class A Common Stock $ 282.7394               (14) 12/01/2020 Class A Common Stock 6,666   6,666 D  
Option To Purchase Class A Common Stock $ 287.6642               (17) 04/06/2021 Class A Common Stock 17,085   17,085 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Arora Nikesh
C/O GOOGLE INC.
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA 94043		       SVP and Chief Business Officer  

Signatures

 /s/ Valentina Margulis, as attorney-in-fact for Nikesh Arora   06/04/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Vesting of GSUs grant of which was previously reported in Form 4.
(2) 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"). These GSUs were previously reported as GSUs entitling 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. As a result of the Stock Dividend, these GSUs were adjusted and each share underlying the GSU now corresponds to one share of Class A Common Stock and one share of Class C Capital Stock.
(3) This grant vest as follows: 1/4th of the grant vested on the one-year grant date anniversary (12/1/2011) and 1/16th vest each quarter thereafter, subject to continued employment with Google on the applicable vesting dates.
(4) Shares withheld to satisfy tax obligations arising out of vesting of GSUs.
(5) The GSUs vest as follows: 1/4th of the GSUs vested on the one-year grant date anniversary (12/1/2011) and 1/16th vest each quarter thereafter, subject to continued employment with Google on the applicable vesting dates.
(6) 100% of this grant will vest on April 25, 2016, subject to continued employment with Google on such date.
(7) The Class C Google Stock Units ("Class C GSUs") entitle the Reporting Person to receive one share of Google Inc.'s Class C Capital Stock for each share underlying the Class C GSUs as the Class C GSUs vest. This grant vest as follows: 1/48th of the GSUs vested on the vesting start date (1/6/2012) and 1/48th of the GSU vest each month thereafter, subject to continued employment with Google on the applicable vesting dates.
(8) 100% of the grant will vest on December 25, 2014, subject to continued employment with Google on such date.
(9) 100% of GSUs will vest on April 25, 2016, subject to continued employment with Google on such date.
(10) 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: 1/48th of the GSUs vested on the vesting start date (1/6/2012) and 1/48th of the GSU vest each month thereafter, subject to continued employment with Google on the applicable vesting dates.
(11) 100% of the grant will vest on December 25, 2014, subject to continued employment with Google on such date.
(12) 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 69,162 shares of Class A Common Stock at an exercise price of $635.15 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 69,162 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 $318.2102 and the portion of the option covering Class C Capital Stock has an exercise price of $316.9399 per share.
(13) 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 6,666 shares of Class A Common Stock at an exercise price of $564.35 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 6,666 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 $282.7394 and the portion of the option covering Class C Capital Stock has an exercise price of $281.6107 per share.
(14) The option provided for vesting as follows: 1/4th of the option vested on 12/1/2011 and 1/48th of the grant vest each month thereafter, subject to continued employment with Google on the applicable vesting dates.
(15) 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 17,065 shares of Class A Common Stock at an exercise price of $574.18 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 17,065 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 $287.6642 and the portion of the option covering Class C Capital Stock has an exercise price of $286.5159 per share.
(16) The option provided for vesting as follows: 1/48th of the option shall vest on the vesting start date (1/6/12) and 1/48th each month thereafter until the option is fully vested, subject to continued employment with Google on the applicable vesting dates.
(17) The option provided for vesting as follows: 1/48th of the option shall vest on the vesting start date (1/6/12) and 1/48th each month thereafter until the option is fully vested, subject to continued employment with Google on the applicable vesting dates.

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