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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Drummond David C

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, Corporate Development

(Last)

(First)

(Middle)

C/O GOOGLE INC., 1600 AMPHITHEATRE PARKWAY

3. Date of Earliest Transaction (Month/Day/Year)
04/07/2014

(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⁾	04/07/2014		C⁽²⁾		145	D	$ 0	6,262	D
Class A Common Stock	04/07/2014		C⁽²⁾		145	A	$ 0	145	D
Class C Google Stock Unit ⁽³⁾ ⁽⁴⁾	04/07/2014		F⁽⁵⁾		160	D	$ 545.25	6,247	D
Class C Capital Stock ⁽⁶⁾	04/07/2014		C⁽²⁾		145	A	$ 0	21,477	D
Class C Google Stock Unit ⁽³⁾ ⁽⁴⁾	04/07/2014		C⁽²⁾		145	D	$ 0	6,102	D
Class C Google Stock Unit ⁽³⁾ ⁽⁴⁾	04/07/2014		F⁽⁵⁾		160	D	$ 543.14	5,942	D
Class A Google Stock Unit ⁽⁷⁾								938	D
Class A Google Stock Unit ⁽⁸⁾								4,323	D
Class A Google Stock Unit ⁽⁹⁾								22,478	D
Class A Google Stock Unit ⁽¹⁰⁾								1,072	D
Class A Common Stock								2,090	I	By Spouse
Class C Google Stock Unit ⁽³⁾ ⁽¹¹⁾								938	D
Class C Google Stock Unit ⁽³⁾ ⁽¹²⁾								4,323	D
Class C Google Stock Unit ⁽³⁾ ⁽¹³⁾								22,478	D
Class C Google Stock Unit ⁽³⁾ ⁽¹⁴⁾								1,072	D
Class C Capital Stock ⁽⁶⁾								2,090	I	By Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

⁽¹⁵⁾

⁽¹⁶⁾

Class A Common Stock

21,332

Option To Purchase Class A Common Stock

$ 635.15

04/25/2016

04/04/2022

Class A Common Stock

44,955

Option To Purchase Class A Common Stock

$ 635.15

04/25/2015

04/04/2022

Class A Common Stock

8,646

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Drummond David C C/O GOOGLE INC. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA 94043			SVP, Corporate Development

Signatures

/s/ Valentina Margulis, attorney-in-fact for David C. Drummond		04/09/2014
^**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: 1/48th of the GSUs shall vest on the vesting start date (1/6/2012) and 1/48th each month thereafter, subject to the Reporting Persons's continued employment with Google on the applicable vesting dates.
(2)	Vesting of GSUs grant of which was previously reported in Form 4.
(3)	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.
(4)	The Class C Google Stock Units ("Class C GSUs") entitle the Reporting Person to receive one share of Google Inc.'s Class C Common Stock for each share underlying the Class C GSU as the Class C GSU vests. This grant vests as follows: 1/48th of the grant vested on the vesting start date (1/6/2012) and 1/48th of the grant vests each month thereafter, subject to the Reporting Persons's continued employment with Google on the applicable vesting dates.
(5)	Shares withheld to satisfy tax obligations arising out of vesting of GSUs.
(6)	This stock was received by the Reporting Person pursuant to a stock dividend declared by Google Inc. on January 29, 2014. As a result of the dividend, all holders of record of Class A Common Stock and Class B 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 and one share of Class C Capital Stock for each share of Class B Common Stock outstanding.
(7)	The GSUs vest as follows: 1/4th of the GSUs vested on 12/1/2011 and 1/16th of GSUs vest each quarter thereafter, subject to the Reporting Person's continued employment with Google on the applicable vesting dates.
(8)	100% of GSUs will vest on April 25, 2015, subject to the Reporting Person's continued employment with Google on such date.
(9)	100% of GSUs will vest on April 25, 2016, subject to the Reporting Person's continued employment with Google on such date.
(10)	100% of the grant will vest on December 25, 2014, subject to continued employment with Google on such date.
(11)	This grant vest as follows: 1/4th of the grant vested on 12/1/2011 and 1/16th of the vest each quarter thereafter, subject to the Reporting Person's continued employment with Google on the applicable vesting dates.
(12)	100% of the grant will vest on April 25, 2015, subject to the Reporting Person's continued employment with Google on such date.
(13)	100% of the grant will vest on April 25, 2016, subject to the Reporting Person's continued employment with Google on such date.
(14)	100% of the grant will vest on December 25, 2014, subject to continued employment with Google on such date.
(15)	All shares are exercisable as of the transaction date.
(16)	There is no expiration date for Google Inc.'s Class B Common Stock.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.