Edgar Filing: Google Inc.

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 ^*

SCHMIDT ERIC E

2. Issuer Name and Ticker or Trading Symbol
Google Inc. [GOOG]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Executive Chairman of Board

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Google Stock Unit ⁽¹⁾	06/02/2014		C⁽²⁾		47	D	$ 0	848	D
Class A Common Stock ⁽³⁾	06/02/2014		C⁽²⁾		47	A	$ 0	43,097	D
Class A Google Stock Unit ⁽¹⁾	06/02/2014		F⁽⁴⁾		52	D	$ 571.65	796	D
Class C Capital Stock ⁽⁵⁾	06/02/2014		C⁽²⁾		47	A	$ 0	1,237,406	D
Class C Google Stock Unit ⁽⁵⁾ ⁽⁶⁾	06/02/2014		C⁽²⁾		47	D	$ 0	848	D
Class C Google Stock Unit ⁽⁵⁾ ⁽⁶⁾	06/02/2014		F⁽⁴⁾		52	D	$ 559.89	796	D
Class A Google Stock Unit ⁽⁷⁾								17,048	D
Class A Google Stock Unit ⁽⁸⁾								87,862	D
Class A Google Stock Unit ⁽⁹⁾								1,550	D
Class A Common Stock								20,676	I	By The Schmidt Family Foundation
Class A Common Stock								7,932	I	By Schmidt Ocean Institute
Class A Common Stock								78,612	I	By Schmidt Science and Philanthropic Foundation
Class C Capital Stock								20,676	I	By The Schmidt Family Foundation
Class C Capital Stock								150,582	I	By Schmidt Investments LP
Class C Capital Stock								695,861	I	By Schmidt Investments LP Fund II
Class C Capital Stock								7,932	I	By Schmidt Ocean Institute
Class C Capital Stock								78,612	I	By Schmidt Science and Philanthropic Foundation
Class C Capital Stock								2,510,750	I	By The Schmidt Family Living Trust
Class C Google Stock Unit ⁽⁵⁾ ⁽¹⁰⁾								17,048	D
Class C Google Stock Unit ⁽⁵⁾ ⁽¹¹⁾								87,862	D
Class C Google Stock Unit ⁽⁵⁾ ⁽¹²⁾								1,550	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

$ 0

⁽¹³⁾

⁽¹⁴⁾

Class A Common Stock

1,194,309

Class B Common Stock

$ 0

⁽¹³⁾

⁽¹⁴⁾

Class A Common Stock

150,582

By Schmidt Investments LP

Class B Common Stock

$ 0

⁽¹³⁾

⁽¹⁴⁾

Class A Common Stock

695,861

By Schmidt Investments LP Fund II

Class B Common Stock

$ 0

⁽¹³⁾

⁽¹⁴⁾

Class A Common Stock

2,510,750

By Trust

Option To Purchase Class A Common Stock

$ 612

⁽¹⁵⁾

02/02/2021

Class A Common Stock

181,840

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SCHMIDT ERIC E C/O GOOGLE INC. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA 94043	X		Executive Chairman of Board

Signatures

/s/ Valentina Margulis, as attorney-in-fact for Eric E. Schmidt		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)	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: 31/48 of the 4,773 shares vest on September 25, 2013 and 1/48th of the remaining GSUs will vest on October 2, 2013 and each month thereafter until the GSUs are fully vested, subject to continued employment with Google on the applicable vesting dates.
(2)	Vesting of GSUs grant of which was previously reported in Form 4.
(3)	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.
(4)	Shares withheld to satisfy tax obligations arising out of vesting of GSUs.
(5)	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.
(6)	This grant vests as follows: 31/48 of the 4,773 shares vest on September 25, 2013 and 1/48th of the remaining shares will vest on October 2, 2013 and each month thereafter until the entire grant is fully vested, subject to continued employment with Google on the applicable vesting dates.
(7)	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.
(8)	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.
(9)	The GSUs vest as follows: 5/8 of the 8,266 shares vest on September 25, 2013 and 1/16th of the remaining GSUs will vest on November 2, 2013 and each quarter thereafter, subject to continued employment on the applicable vesting dates.
(10)	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 GSU as the Class C GSU vests. This grant vest as follows: 1/4th of the grant vests 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.
(11)	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.
(12)	This grant vests as follows: 5/8 of the 8,266 shares vest on September 25, 2013 and 1/16th of the remaining grant will vest on November 2, 2013 and each quarter thereafter, subject to continued employment on the applicable vesting dates.
(13)	All shares are exercisable as of the transaction date.
(14)	There is no expiration date for the Issuer's Class B Common Stock.
(15)	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.

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