Doerr L John Form 4 Google / L JOHN DOERR ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DOERR L JOHN

(Last)

(First)

(Middle)

C/O KLEINER PERKINS CAUFIELD & BYERS

2750 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2015

4. If Amendment, Date of 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

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 C Google Stock Unit⁽¹⁾	04/27/2015		J⁽²⁾	V	13	D	$0	176	D
Class C Capital Stock	04/27/2015		J⁽²⁾	V	13	A	$0	3,163	D
Class A Google Stock Unit⁽¹⁾	04/27/2015		J⁽²⁾	V	13	D	$0	176	D
Class A Common Stock	04/27/2015		J⁽²⁾	V	13	A	$0	3,030	D
Class C Google Stock Unit⁽³⁾	04/27/2015		J⁽²⁾	V	14	D	$0	496	D
Class C Capital Stock	04/27/2015		J⁽²⁾	V	14	A	$0	3,177	D
Class A Google Stock Unit⁽⁴⁾	04/27/2015		J⁽²⁾	V	13	D	$0	42	D
Class A Common Stock	04/27/2015		J⁽²⁾	V	13	A	$0	3,043	D
Class C Google Stock Unit⁽⁵⁾	04/27/2015		J⁽²⁾	V	13	D	$0	42	D
Class C Capital Stock	04/27/2015		J⁽²⁾	V	13	A	$0	3,190	D
Class C Google Stock Unit⁽⁶⁾	04/27/2015		J⁽²⁾	V	8	D	$0	216	D
Class C Capital Stock	04/27/2015		J⁽²⁾	V	8	A	$0	3,198⁽⁷⁾	D
Class A Google Stock Unit⁽⁸⁾	04/27/2015		J⁽²⁾	V	8	D	$0	216	D
Class A Common Stock	04/27/2015		J⁽²⁾	V	8	A	$0	3,051	D
Class C Capital Stock	05/15/2015		S		1,082	D	$531.1848⁽⁹⁾	1,023,414	I	Vallejo Ventures Trust
Class C Capital Stock	05/15/2015		S		1,475	D	$532.2012⁽¹⁰⁾	1,021,939	I	Vallejo Ventures Trust
Class C Capital Stock	05/15/2015		S		2,547	D	$533.288⁽¹¹⁾	1,019,392	I	Vallejo Ventures Trust
Class C Capital Stock	05/15/2015		S		200	D	$534.285⁽¹²⁾	1,019,192	I	Vallejo Ventures Trust
Class C Capital Stock	05/15/2015		S		650	D	$535.2708⁽¹³⁾	1,018,542	I	Vallejo Ventures Trust
Class C Capital Stock	05/15/2015		S		300	D	$537.78⁽¹⁴⁾	1,018,242⁽¹⁵⁾	I	Vallejo Ventures Trust
Class C Capital Stock								109,615⁽¹⁶⁾	I	The Benificus Foundation
Class C Capital Stock								18,707⁽¹⁷⁾	I	The Hampton 1999 Trust
Class C Capital Stock								18,707⁽¹⁸⁾	I	The Austin 1999 Trust
Class A Common Stock								118,653	I	The Benificus Foundation
Class A Common Stock								18,656	I	L. John Doerr Ttee The Austin 1999 Trust dtd 5/25/99
Class A Common Stock								18,656	I	L. John Doerr Ttee The Hampton 1999 Trust dtd 5/25/99

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	$0							⁽¹⁹⁾	⁽²⁰⁾	Class A Common Stock	1,117,447		1,117,447	I	Vallejo Ventures Trust

Explanation of Responses:

1. 1/48th of GSUs vested on July 25, 2012 and an additional 1/48th will vest monthly on the 25th day of each month thereafter, subject to continued service on such dates.

2. Vesting of GSUs grant of which was previously reported in Form 4.

3. 1/48th of the grant will vest on June 25, 2014 and an additional 1/48th will vest on the 25th day of each month thereafter, subject to continued service on the Board on the applicable vesting dates.

4. The GSUs vest as follows: 1/48th of GSUs shall vest on the 25th day of the first month after the vesting start date and an additional 1/48th will vest monthly thereafter, subject to continued service on such vesting dates. Vesting start date is July 6, 2011.

5. The GSUs vest as follows: 1/48th of GSUs shall vest on the 25th day of the first month after the vesting start date and an additional 1/48th will vest monthly thereafter, subject to continued service on such vesting dates. Vesting start date is July 6, 2011.

6. 1/48th of the grant will vest on July 25, 2013 and an additional 1/48th will vest monthly on the 25th day of each month thereafter, subject to continued service on the Board on the applicable vesting dates.

7. Includes 8 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.

8. 1/48th of the grant will vest on July 25, 2013 and an additional 1/48th will vest monthly on the 25th day of the month thereafter, subject to continued employment on such vesting dates.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $530.75 to $531.74, 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 this footnote.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $531.76 to $532.75, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $532.77 to $533.76, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $533.83 to $534.82, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $535.16 to $536.15, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $537.54 to $538.53, inclusive.

15. Includes 2,805 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.

16. Includes 133 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.

17. Includes 51 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.

18. Includes 51 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.

19. There is no exercisable date for the Issuer's Class B Common Stock.

20. There is no expiration date for the Issuer's Class B Common Stock.

Remarks:

All sale transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person.

	/s/ Valentina Margulis, as attorney-in-fact for L. John Doerr	05/18/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Doerr L John Form 4Google / L JOHN DOERR ownership change