Sec Form 4 Filing - Shriram Kavitark Ram @ Google Inc. - 2014-06-04

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
Shriram Kavitark Ram
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)
(Last) (First) (Middle)
C/O GOOGLE INC., 1600 AMPHITHEATRE PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
06/04/2014
(Street)
MOUNTAIN VIEW, CA94043
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 A Google Stock Unit ( 1 ) 02/25/2014 J( 2 ) V 9 D $ 0 331 D
Class A Common Stock 02/25/2014 J( 2 ) V 9 A $ 0 62,106 D
Class A Google Stock Unit ( 3 ) 02/25/2014 J( 2 ) V 12 D $ 0 352 D
Class A Common Stock 02/25/2014 J( 2 ) V 12 A $ 0 62,118 D
Class A Google Stock Unit ( 4 ) 02/25/2014 J( 2 ) V 14 D $ 0 234 D
Class A Common Stock 02/25/2014 J( 2 ) V 14 A $ 0 62,132 D
Class A Google Stock Unit ( 4 ) 03/25/2014 J( 2 ) V 14 D $ 0 220 D
Class A Common Stock 03/25/2014 J( 2 ) V 14 A $ 0 62,146 D
Class A Google Stock Unit ( 1 ) 03/25/2014 J( 2 ) V 8 D $ 0 323 D
Class A Common Stock 03/25/2014 J( 2 ) V 8 A $ 0 62,154 D
Class A Google Stock Unit ( 3 ) 03/25/2014 J( 2 ) V 13 D $ 0 339 D
Class A Common Stock 03/25/2014 J( 2 ) V 13 A $ 0 62,167 D
Class A Google Stock Unit ( 1 ) 04/25/2014 J( 2 ) V 8 D $ 0 315 D
Class A Common Stock 04/25/2014 J( 2 ) V 8 A $ 0 62,175 D
Class C Google Stock Unit ( 5 ) 06/04/2014 A 643 A $ 0 643 D
Class C Google Stock Unit ( 3 ) ( 6 ) 04/25/2014 J( 2 ) V 12 D $ 0 327 D
Class C Capital Stock ( 7 ) 04/25/2014 J( 2 ) V 12 A $ 0 62,179 D
Class C Google Stock Unit ( 4 ) ( 6 ) 04/25/2014 J( 2 ) V 14 D $ 0 206 D
Class C Capital Stock ( 7 ) 04/25/2014 J( 2 ) V 14 A $ 0 62,193 D
Class C Google Stock Unit ( 1 ) ( 6 ) 04/25/2014 J( 2 ) V 8 D $ 0 315 D
Class C Capital Stock ( 7 ) 04/25/2014 J( 2 ) V 8 A $ 0 62,201 D
Class A Google Stock Unit ( 3 ) 04/25/2014 J( 2 ) V 12 D $ 0 327 D
Class A Common Stock 04/25/2014 J( 2 ) V 12 A $ 0 62,187 D
Class A Common Stock 16,884 I By Limited Partnership
Class A Common Stock 63,041 I By Spouse
Class A Common Stock 1,063 D
Class C Capital Stock ( 7 ) 16,884 I By Limited Partnership
Class C Capital Stock ( 7 ) 1,063 D
Class C Capital Stock ( 7 ) 63,041 I By Spouse
Class A Google Stock Unit ( 8 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Shriram Kavitark Ram
C/O GOOGLE INC.
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA94043
X
Signatures
/s/ Valentina Margulis, attorney-in-fact for Kavitark Ram Shriram 06/05/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )Vesting of GSUs grant of which was previously reported in Form 4.
( 3 )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.
( 4 )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 GSUs vest. 1/48th of GSUs vested on July 25, 2011 and an additional 1/48th will vest monthly on the 25th day of each month thereafter, subject to continued service on such dates.
( 5 )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.
( 6 )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.
( 7 )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.
( 8 )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: 1/4th of the GSUs shall vest 12 months after the vesting commencement date and 1/16th each quarter thereafter until the units are fully vested, subject to continued service with Google on the applicable vesting dates.

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