Google Form 4 GOOGLE / Sergey Brin 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^*

Brin Sergey

(Last) (First) (Middle)

C/O GOOGLE INC.

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW CA 94043

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
Co-Founder

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2015

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)
			Code	V	Amount	(A) or (D)	Price
Class C Capital Stock	08/26/2015		S		400	D	$600.035(1)	21,302,315	D
Class C Capital Stock	08/26/2015		S		684	D	$601.8986(2)	21,301,631	D
Class C Capital Stock	08/26/2015		S		948	D	$603.0789(3)	21,300,683	D
Class C Capital Stock	08/26/2015		S		700	D	$604.44(4)	21,299,983	D
Class C Capital Stock	08/26/2015		S		913	D	$605.6194(5)	21,299,070	D
Class C Capital Stock	08/26/2015		S		1,500	D	$606.5884(6)	21,297,570	D
Class C Capital Stock	08/26/2015		S		945	D	$607.487(7)	21,296,625	D
Class C Capital Stock	08/26/2015		S		1,253	D	$608.7815(8)	21,295,372	D
Class C Capital Stock	08/26/2015		S		2,123	D	$609.6761(9)	21,293,249	D
Class C Capital Stock	08/26/2015		S		1,000	D	$610.9621(10)	21,292,249	D
Class C Capital Stock	08/26/2015		S		1,700	D	$612.1887(11)	21,290,549	D
Class C Capital Stock	08/26/2015		S		400	D	$613.425(12)	21,290,149	D
Class C Capital Stock	08/26/2015		S		293	D	$614.8268(13)	21,289,856	D
Class C Capital Stock	08/26/2015		S		300	D	$615.8233(14)	21,289,556	D
Class C Capital Stock	08/26/2015		S		420	D	$617.3148(15)	21,289,136	D
Class C Capital Stock	08/26/2015		S		100	D	$618.55	21,289,036	D
Class C Capital Stock	08/26/2015		S		406	D	$621.8209(16)	21,288,630	D
Class C Capital Stock	08/26/2015		S		561	D	$623.4152(17)	21,288,069	D
Class C Capital Stock	08/26/2015		S		504	D	$624.15(18)	21,287,565	D
Class C Capital Stock	08/26/2015		S		550	D	$627.8418(19)	21,287,015	D
Class C Capital Stock	08/26/2015		S		466	D	$628.9614(20)	21,286,549	D
Class C Capital Stock	08/26/2015		S		500	D	$630.166(21)	21,286,049	D
Class A Common Stock(22)								0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	$0							(23)	(24)	Class A Common Stock	21,225,980		21,225,980	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $599.76 $to $600.75, 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 (18) to this Form 4.

2. The shares were sold in multiple transactions at prices ranging from $601.49 to $602.48, inclusive.

3. The shares were sold in multiple transactions at prices ranging from $602.69 to $603.68, inclusive.

4. The shares were sold in multiple transactions at prices ranging from $603.92 to $604.91, inclusive.

5. The shares were sold in multiple transactions at prices ranging from $605.05 to $606.04, inclusive.

6. The shares were sold in multiple transactions at prices ranging from $606.09 to $607.08, inclusive.

7. The shares were sold in multiple transactions at prices ranging from $607.11 to $608.10, inclusive.

8. The shares were sold in multiple transactions at prices ranging from $608.28 to $609.27, inclusive.

9. The shares were sold in multiple transactions at prices ranging from $609.34 to $610.33, inclusive.

10. The shares were sold in multiple transactions at prices ranging from $610.52 to $611,51, inclusive.

11. The shares were sold in multiple transactions at prices ranging from $611.69 to $612.68, inclusive.

12. The shares were sold in multiple transactions at prices ranging from $612.90 to $613.89, inclusive.

13. The shares were sold in multiple transactions at prices ranging from $614.32 to $615.31, inclusive.

14. The shares were sold in multiple transactions at prices ranging from $615.58 to $616.57, inclusive.

15. The shares were sold in multiple transactions at prices ranging from $617.11 to $618.10, inclusive.

16. The shares were sold in multiple transactions at prices ranging from $621.26 to $622.25, inclusive.

17. The shares were sold in multiple transactions at prices ranging from $622.90 to $623.89, inclusive.

18. The shares were sold in multiple transactions at prices ranging from $623.92 to $624,91, inclusive.

19. The shares were sold in multiple transactions at prices ranging from $627.33 to $628.32, inclusive.

20. The shares were sold in multiple transactions at prices ranging from $628.50 to $629.49, inclusive.

21. The shares were sold in multiple transactions at prices ranging from $629.76 to $630.75, inclusive.

22. 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.

23. All shares are exercisable as of the transaction date.

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

Remarks:

Form 4 Filing 2 of 2 (continuation report): Related transactions effected by the Reporting Person on August 26, 2015 are reported on additional Forms 4. All 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 Sergey Brin	08/28/2015
	** 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).
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