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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Brin Sergey

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

(Last)

(First)

(Middle)

C/O GOOGLE INC., 1600 AMPHITHEATRE PARKWAY

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2014

(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 ⁽¹⁾	01/07/2014		C		83,334	A	$ 0	83,334	D
Class A Common Stock ⁽¹⁾	01/07/2014		S		1,645	D	$ 1,122.0727 ⁽²⁾	81,689	D
Class A Common Stock ⁽¹⁾	01/07/2014		S		692	D	$ 1,123.5265 ⁽³⁾	80,997	D
Class A Common Stock ⁽¹⁾	01/07/2014		S		1,205	D	$ 1,124.9691 ⁽⁴⁾	79,792	D
Class A Common Stock ⁽¹⁾	01/07/2014		S		1,200	D	$ 1,125.5083 ⁽⁵⁾	78,592	D
Class A Common Stock ⁽¹⁾	01/07/2014		S		2,596	D	$ 1,126.6221 ⁽⁶⁾	75,996	D
Class A Common Stock ⁽¹⁾	01/07/2014		S		2,160	D	$ 1,127.4291 ⁽⁷⁾	73,836	D
Class A Common Stock ⁽¹⁾	01/07/2014		S		4,579	D	$ 1,128.5961 ⁽⁸⁾	69,257	D
Class A Common Stock ⁽¹⁾	01/07/2014		S		4,185	D	$ 1,129.2672 ⁽⁹⁾	65,072	D
Class A Common Stock ⁽¹⁾	01/07/2014		S		1,326	D	$ 1,130.6192 ⁽¹⁰⁾	63,746	D
Class A Common Stock ⁽¹⁾	01/07/2014		S		1,052	D	$ 1,131.7345 ⁽¹¹⁾	62,694	D
Class A Common Stock ⁽¹⁾	01/07/2014		S		4,728	D	$ 1,132.6779 ⁽¹²⁾	57,966	D
Class A Common Stock ⁽¹⁾	01/07/2014		S		13,230	D	$ 1,133.45 ⁽¹³⁾	44,736	D
Class A Common Stock ⁽¹⁾	01/07/2014		S		9,036	D	$ 1,134.5781 ⁽¹⁴⁾	35,700	D
Class A Common Stock ⁽¹⁾	01/07/2014		S		6,785	D	$ 1,135.4459 ⁽¹⁵⁾	28,915	D
Class A Common Stock ⁽¹⁾	01/07/2014		S		3,550	D	$ 1,136.4244 ⁽¹⁶⁾	25,365	D
Class A Common Stock ⁽¹⁾	01/07/2014		S		2,845	D	$ 1,137.6692 ⁽¹⁷⁾	22,520	D
Class A Common Stock ⁽¹⁾	01/07/2014		S		14,088	D	$ 1,138.5447 ⁽¹⁸⁾	8,432	D
Class A Common Stock ⁽¹⁾	01/07/2014		S		8,432	D	$ 1,139.3413 ⁽¹⁹⁾	0	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

Class B Common Stock

$ 0

01/07/2014

83,334

⁽²⁰⁾

⁽²¹⁾

Class A Common Stock

83,334

$ 0

23,401,950

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Brin Sergey C/O GOOGLE INC. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA 94043	X	X	Co-Founder

Signatures

/s/ Valentina Margulis, as attorney-in-fact for Sergey Brin		01/07/2014
^**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)	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 price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1,122.00 to $1,122.28, 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 (19) to this Form 4.
(3)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,123.48 to $1,123.87, inclusive.
(4)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,124.76 to $1,124.97, inclusive.
(5)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,125.05 to $1,125.87, inclusive.
(6)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,126.10 to $1,126.92, inclusive.
(7)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,127.10 to $1,127.80, inclusive.
(8)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,128.03 to $1,128.93, inclusive.
(9)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,129.00 to $1,129.87, inclusive.
(10)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,130.11 to $1,130.95, inclusive.
(11)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,131.00 to $1,131.97, inclusive.
(12)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,132.00 to $1,132.99, inclusive.
(13)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,133.00 to $1,133.99, inclusive.
(14)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,134.00 to $1,134.99, inclusive.
(15)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,135.00 to $1,135.99, inclusive.
(16)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,136.01 to $1,136.98, inclusive.
(17)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,137.18 to $1,137.97, inclusive.
(18)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,138.13 to $1,138.99, inclusive.
(19)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,139.00 to $1,139.72, inclusive.
(20)	All shares are exercisable as of the transaction date.
(21)	There is no expiration date for the Issuer's Class B Common Stock.
Remarks: All transactions reported in this Form 4 were effected pursuant to a 10b5-1 Trading Plan adopted by the Reporting Person.

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