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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Arora Nikesh

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 and Chief Business Officer

(Last)

(First)

(Middle)

C/O GOOGLE INC., 1600 AMPHITHEATRE PARKWAY

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2013

(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 Common Stock	10/30/2013		S		194	D	$ 1,037.43	1	D
Class A Common Stock	10/30/2013		M		20,833	A	$ 0	20,834	D
Class A Common Stock	10/30/2013		S		2,500	D	$ 1,037.43	18,334	D
Class A Common Stock	10/30/2013		S		700	D	$ 1,032.2829 ⁽¹⁾	17,634	D
Class A Common Stock	10/30/2013		S		1,100	D	$ 1,033.1073 ⁽²⁾	16,534	D
Class A Common Stock	10/30/2013		S		50	D	$ 1,035.19	16,484	D
Class A Common Stock	10/30/2013		S		648	D	$ 1,036.923 ⁽³⁾	15,836	D
Class A Common Stock	10/30/2013		S		2	D	$ 1,037.5	15,834	D
Class A Common Stock	10/30/2013		S		831	D	$ 1,032.4748 ⁽⁴⁾	15,003	D
Class A Common Stock	10/30/2013		S		1,443	D	$ 1,033.5429 ⁽⁵⁾	13,560	D
Class A Common Stock	10/30/2013		S		126	D	$ 1,034.7456 ⁽⁶⁾	13,434	D
Class A Common Stock	10/30/2013		S		100	D	$ 1,036.47	13,334	D
Class A Common Stock	10/30/2013		S		900	D	$ 1,032.5522 ⁽⁷⁾	12,434	D
Class A Common Stock	10/30/2013		S		1,275	D	$ 1,033.0998 ⁽⁸⁾	11,159	D
Class A Common Stock	10/30/2013		S		200	D	$ 1,034.315 ⁽⁹⁾	10,959	D
Class A Common Stock	10/30/2013		S		25	D	$ 1,035.19	10,934	D
Class A Common Stock	10/30/2013		S		100	D	$ 1,036.28	10,834	D
Class A Common Stock	10/30/2013		S		200	D	$ 1,027.285 ⁽¹⁰⁾	10,634	D
Class A Common Stock	10/30/2013		S		300	D	$ 1,028.6567 ⁽¹¹⁾	10,334	D
Class A Common Stock	10/30/2013		S		400	D	$ 1,029.74 ⁽¹²⁾	9,934	D
Class A Common Stock	10/30/2013		S		200	D	$ 1,030.965 ⁽¹³⁾	9,734	D
Class A Common Stock	10/30/2013		S		399	D	$ 1,032.2903 ⁽¹⁴⁾	9,335	D
Class A Common Stock	10/30/2013		S		801	D	$ 1,033.2903 ⁽¹⁵⁾	8,534	D
Class A Common Stock	10/30/2013		S		200	D	$ 1,034.73 ⁽¹⁶⁾	8,334	D
Class A Common Stock	10/30/2013		S		200	D	$ 1,027.26	8,134	D
Google Stock Unit ⁽¹⁷⁾								6,249	D
Google Stock Unit ⁽¹⁸⁾								34,581	D
Google Stock Unit ⁽¹⁹⁾								10,577	D

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

Option To Purchase Class A Common Stock

$ 564.35

10/30/2013

20,833

⁽²⁰⁾

12/01/2020

Class A Common Stock

20,833

$ 0

19,157

Option To Purchase Class A Common Stock

$ 635.15

04/25/2016

04/04/2022

Class A Common Stock

69,162

Option To Purchase Class A Common Stock

$ 574.18

⁽²¹⁾

04/06/2021

Class A Common Stock

34,923

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Arora Nikesh C/O GOOGLE INC. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA 94043			SVP and Chief Business Officer

Signatures

/s/ Valentina Margulis, as attorney-in-fact for Nikesh Arora		10/31/2013
^**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 price reported in Column 4 is the average price. The shares were sold in multiple transactions at prices ranging from $1,031.96 to $1,032.95, 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 (16) to this Form 4.
(2)	The price reported in Column 4 is the average price. The shares were sold in multiple transactions at prices ranging from $1,032.96 to $1,033.95, inclusive.
(3)	The price reported in Column 4 is the average price. The shares were sold in multiple transactions at prices ranging from $1,036.21 to $1,037.20, inclusive.
(4)	The price reported in Column 4 is the average price. The shares were sold in multiple transactions at prices ranging from $1,031.97 to $1,032.96, inclusive.
(5)	The price reported in Column 4 is the average price. The shares were sold in multiple transactions at prices ranging from $1,033.01 to $1,034.00, inclusive.
(6)	The price reported in Column 4 is the average price. The shares were sold in multiple transactions at prices ranging from $1,034.63 to $1,035.62, inclusive.
(7)	The price reported in Column 4 is the average price. The shares were sold in multiple transactions at prices ranging from $1,031.91 to $1,032.90, inclusive.
(8)	The price reported in Column 4 is the average price. The shares were sold in multiple transactions at prices ranging from $1,032.91 to $1,033.90, inclusive.
(9)	The price reported in Column 4 is the average price. The shares were sold in multiple transactions at prices ranging from $1,034.00 to $1,034.99, inclusive.
(10)	The price reported in Column 4 is the average price. The shares were sold in multiple transactions at prices ranging from $1,027.26 to $1,028.25, inclusive.
(11)	The price reported in Column 4 is the average price. The shares were sold in multiple transactions at prices ranging from $1,028.45 to $1,029.44, inclusive.
(12)	The price reported in Column 4 is the average price. The shares were sold in multiple transactions at prices ranging from $1,029.47 to $1,030.46, inclusive.
(13)	The price reported in Column 4 is the average price. The shares were sold in multiple transactions at prices ranging from $1,030.53 to $1,031.52, inclusive.
(14)	The price reported in Column 4 is the average price. The shares were sold in multiple transactions at prices ranging from $1,031.76 to $1,032.75, inclusive.
(15)	The price reported in Column 4 is the average price. The shares were sold in multiple transactions at prices ranging from $1,032.85 to $1,033.84, inclusive.
(16)	The price reported in Column 4 is the average price. The shares were sold in multiple transactions at prices ranging from $1,034.50 to $1,035.49, inclusive.
(17)	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 vested on the one-year grant date anniversary (12/1/2011) and 1/16th vest each quarter thereafter, subject to continued employment with Google on the applicable vesting dates.
(18)	100% of GSUs will vest on April 25, 2016, subject to continued employment with Google on such date.
(19)	The GSUs vest as follows: 1/48th of the GSUs vested on the vesting start date (1/6/2012) and 1/48th of the GSU vest each month thereafter, subject to continued employment with Google on the applicable vesting dates.
(20)	The option provided for vesting as follows: 1/4th of the option vested on 12/1/2011 and 1/48th of the grant vest each month thereafter, subject to continued employment with Google on the applicable vesting dates.
(21)	The option provided for vesting as follows: 1/48th of the option shall vest on the vesting start date (1/6/12) and 1/48th each month thereafter until the option is fully vested, subject to continued employment with Google on the applicable vesting dates.
Remarks: This Form 4 is one of three Form 4s filed on October 31, 2013 for transactions effected by the Reporting Person on October 30, 2013. All transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

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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