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)
02/24/2014

(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 Common Stock	02/24/2014		S		71	D	$ 1,212.5801 ⁽¹⁾	18,061	I	By Schmidt Ocean Institute
Class A Common Stock	02/24/2014		S		220	D	$ 1,213.6473 ⁽²⁾	17,841	I	By Schmidt Ocean Institute
Class A Common Stock	02/24/2014		S		405	D	$ 1,214.4628 ⁽³⁾	17,436	I	By Schmidt Ocean Institute
Class A Common Stock	02/24/2014		S		308	D	$ 1,215.4943 ⁽⁴⁾	17,128	I	By Schmidt Ocean Institute
Class A Common Stock	02/24/2014		S		349	D	$ 1,216.5206 ⁽⁵⁾	16,779	I	By Schmidt Ocean Institute
Class A Common Stock	02/24/2014		S		365	D	$ 1,217.5599 ⁽⁶⁾	16,414	I	By Schmidt Ocean Institute
Class A Common Stock	02/24/2014		S		406	D	$ 1,218.4864 ⁽⁷⁾	16,008	I	By Schmidt Ocean Institute
Class A Common Stock	02/24/2014		S		144	D	$ 1,219.2661 ⁽⁸⁾	15,864	I	By Schmidt Ocean Institute
Class A Common Stock	02/24/2014		S		1,358	D	$ 1,205.2738 ⁽⁹⁾	182,070	I	By Schmidt Science and Philanthropic Foundation
Class A Common Stock	02/24/2014		S		849	D	$ 1,206.5267 ⁽¹⁰⁾	181,221	I	By Schmidt Science and Philanthropic Foundation
Class A Common Stock	02/24/2014		S		339	D	$ 1,207.3933 ⁽¹¹⁾	180,882	I	By Schmidt Science and Philanthropic Foundation
Class A Common Stock	02/24/2014		S		283	D	$ 1,208.552 ⁽¹²⁾	180,599	I	By Schmidt Science and Philanthropic Foundation
Class A Common Stock	02/24/2014		S		578	D	$ 1,209.6973 ⁽¹³⁾	180,021	I	By Schmidt Science and Philanthropic Foundation
Class A Common Stock	02/24/2014		S		255	D	$ 1,210.8156 ⁽¹⁴⁾	179,766	I	By Schmidt Science and Philanthropic Foundation
Class A Common Stock	02/24/2014		S		57	D	$ 1,211.9 ⁽¹⁵⁾	179,709	I	By Schmidt Science and Philanthropic Foundation
Class A Common Stock	02/24/2014		S		702	D	$ 1,212.5801 ⁽¹⁾	179,007	I	By Schmidt Science and Philanthropic Foundation
Class A Common Stock	02/24/2014		S		2,184	D	$ 1,213.6473 ⁽²⁾	176,823	I	By Schmidt Science and Philanthropic Foundation
Class A Common Stock	02/24/2014		S		4,022	D	$ 1,214.4628 ⁽³⁾	172,801	I	By Schmidt Science and Philanthropic Foundation
Class A Common Stock	02/24/2014		S		3,055	D	$ 1,215.4943 ⁽⁴⁾	169,746	I	By Schmidt Science and Philanthropic Foundation
Class A Common Stock	02/24/2014		S		3,457	D	$ 1,216.5206 ⁽⁵⁾	166,289	I	By Schmidt Science and Philanthropic Foundation
Class A Common Stock	02/24/2014		S		3,612	D	$ 1,217.5599 ⁽⁶⁾	162,677	I	By Schmidt Science and Philanthropic Foundation
Class A Common Stock	02/24/2014		S		4,027	D	$ 1,218.4864 ⁽⁷⁾	158,650	I	By Schmidt Science and Philanthropic Foundation
Class A Common Stock	02/24/2014		S		1,426	D	$ 1,219.2661 ⁽⁸⁾	157,224	I	By Schmidt Science and Philanthropic Foundation
Class A Common Stock								39,945	D
Class A Common Stock								41,352	I	By The Schmidt Family Foundation
Google Stock Unit ⁽¹⁶⁾								22,730	D
Google Stock Unit								87,862	D
Google Stock Unit ⁽¹⁷⁾								2,067	D
Google Stock Unit ⁽¹⁸⁾								1,194	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

⁽¹⁹⁾

⁽²⁰⁾

Class A Common Stock

1,194,309

Class B Common Stock

$ 0

⁽¹⁹⁾

⁽²⁰⁾

Class A Common Stock

152,982

By Limited Partnership I

Class B Common Stock

$ 0

⁽¹⁹⁾

⁽²⁰⁾

Class A Common Stock

704,186

By Limited Partnership II

Class B Common Stock

$ 0

⁽¹⁹⁾

⁽²⁰⁾

Class A Common Stock

2,531,750

By Trust

Option To Purchase Class A Common Stock

$ 612

⁽²¹⁾

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		02/26/2014
^**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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,212.01 to $1,213.00, 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 (1) through (15) to this Form 4.
(2)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,213.01 to $1,214.00, inclusive.
(3)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,214.01 to $1,215.00, inclusive.
(4)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,215.01 to $1,216.00, inclusive.
(5)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,216.01 to $1,217.00, inclusive.
(6)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,217.01 to $1,218.00, inclusive.
(7)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,218.01 to $1,219.00, inclusive.
(8)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,219.01 to $1,220.00, inclusive.
(9)	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 (16) to this Form 4.
(10)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,206.01 to $1,207.00, inclusive.
(11)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,207.01 to $1,208.00, inclusive.
(12)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,208.01 to $1,209.00, inclusive.
(13)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,209.01 to $1,210.00, inclusive.
(14)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,210.01 to $1,211.00, inclusive.
(15)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,211.01 to $1,212.00, inclusive.
(16)	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.
(17)	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.
(18)	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.
(19)	All shares are exercisable as of the transaction date.
(20)	There is no expiration date for the Issuer's Class B Common Stock.
(21)	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.
Remarks: This Form 4 is one of four Form 4s filed on February 26, 2014 for transactions effected by the Reporting Person on February 24, 2014. All of the transactions reported in this Form 4 were effected pursuant to Rule 10b5-1 trading plan adopted by the Reporting Person.

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