Sec Form 4 Filing - Page Lawrence @ Google Inc. - 2013-08-12

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
Page Lawrence
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)
Chief Executive Officer
(Last) (First) (Middle)
C/O GOOGLE INC., 1600 AMPHITHEATRE PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
08/12/2013
(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 Common Stock ( 1 ) 07/30/2013 G V 75,000 D $ 0 85,000 D
Class A Common Stock ( 1 ) 08/12/2013 C 20,833 A $ 0 105,833 D
Class A Common Stock ( 1 ) 08/12/2013 S 2,172 D $ 883.2797 ( 2 ) 103,661 D
Class A Common Stock ( 1 ) 08/12/2013 S 5,379 D $ 884.2741 ( 3 ) 98,282 D
Class A Common Stock ( 1 ) 08/12/2013 S 8,448 D $ 885.2068 ( 4 ) 89,834 D
Class A Common Stock ( 1 ) 08/12/2013 S 4,818 D $ 886.1134 ( 5 ) 85,016 D
Class A Common Stock ( 1 ) 08/12/2013 S 16 D $ 886.94 85,000 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
Class B Common Stock $ 0 08/12/2013 C 20,833 ( 6 ) ( 7 ) Class A Common Stock 20,833 $ 0 24,417,753 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Page Lawrence
C/O GOOGLE INC.
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA94043
X X Chief Executive Officer
Signatures
/s/ Valentina Margulis as attorney-in-fact for Lawrence Page 08/12/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )The sale price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $882.67 to $883.66, 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 (2) through (5) to this Form 4.
( 3 )These shares were sold in multiple transactions at prices ranging from $883.70 to $884.69, inclusive.
( 4 )These shares were sold in multiple transactions at prices ranging from $884.73 to $885.72, inclusive.
( 5 )These shares were sold in multiple transactions at prices ranging from $885.74 to $886.73, inclusive.
( 6 )All shares are exercisable as of the transaction date.
( 7 )There is no expiration date for the Issuer's Class B Common Stock.

Remarks:
All of the sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

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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