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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Alphabet Inc | NASDAQ:GOOGL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.44 | 0.26% | 167.06 | 166.01 | 169.07 | 167.96 | 163.05 | 167.56 | 34,655,462 | 05:00:05 |
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
|
OMB APPROVAL
OMB Number: 3235-0287 Estimated average burden hours per response... 0.5 |
|
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 |
|
1. Name and Address of Reporting Person
*
HENNESSY JOHN L |
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) |
C/O GOOGLE INC., 1600 AMPHITHEATRE PARKWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
|
|
MOUNTAIN VIEW, CA 94043 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. 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) | 5/1/2012 | C | 175 | A | $0 | 1302 | D | |||
Class A Common Stock (1) | 5/1/2012 | S | 15 | D | $602.00 | 1287 | D | |||
Class A Common Stock (1) | 5/1/2012 | S | 16 | D | $603.50 | 1271 | D | |||
Class A Common Stock (1) | 5/1/2012 | S | 12 | D | $606.60 | 1259 | D | |||
Class A Common Stock (1) | 5/1/2012 | S | 13 | D | $608.00 | 1246 | D | |||
Class A Common Stock (1) | 5/1/2012 | S | 16 | D | $608.10 | 1230 | D | |||
Class A Common Stock (1) | 5/1/2012 | S | 15 | D | $608.60 | 1215 | D | |||
Class A Common Stock (1) | 5/1/2012 | S | 15 | D | $608.80 | 1200 | D | |||
Class A Common Stock (1) | 5/1/2012 | S | 16 | D | $609.40 | 1184 | D | |||
Class A Common Stock (1) | 5/1/2012 | S | 16 | D | $609.50 | 1168 | D | |||
Class A Common Stock (1) | 5/1/2012 | S | 16 | D | $610.80 | 1152 | D | |||
Class A Common Stock (1) | 5/1/2012 | S | 7 | D | $603.00 | 1145 | D | |||
Class A Common Stock (1) | 5/1/2012 | S | 18 | D | $603.79 | 1127 | D | |||
Class A Common Stock (1) | 4308 | I | By Trust | |||||||
Google Stock Unit (2) | 409 | D | ||||||||
Google Stock Unit (3) | 536 | D | ||||||||
Google Stock Unit (4) | 414 | D |
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) |
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1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 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 | ||||||||
Option To Purchase Class B Common Stock | $20.00 | 5/1/2012 | M | 175 | (5) | 4/28/2014 | Class B Common Stock | 175 | $0 | 599 | D | ||||
Class B Common Stock | $0 | 5/1/2012 | M | 175 | (6) | (7) | Class A Common Stock | 175 | $0 | 175 | D | ||||
Class B Common Stock | $0 | 5/1/2012 | C | 175 | (6) | (7) | Class A Common Stock | 175 | $0 | 0 | D |
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 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 6/2/2011 and 1/16th of the GSUs vest each quarter thereafter, subject to the Reporting Person's continued service with Google on the applicable vesting dates. |
( 3) | The GSUs vest as follows: 1/48th of GSUs shall vest on the 25th day of the first month after the vesting start date (July 6, 2011) and an additional 1/48th will vest monthly thereafter until the units are fully vested, subject to continued service on such vesting dates. |
( 4) | The GSUs vest as follows: 1/4th of the GSUs vested on August 5, 2010 and 1/16th of the GSUs vest each quarter thereafter, subject to the Reporting Person's continued service with Google on the applicable vesting dates. |
( 5) | The option is fully vested. |
( 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 transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. |
Reporting Owners
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Reporting Owner Name / Address |
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Director | 10% Owner | Officer | Other | ||
HENNESSY JOHN L
C/O GOOGLE INC. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA 94043 |
X |
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Signatures
|
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/s/ Valentina Margulis, as attorney-in-fact for John L. Hennessy | 5/1/2012 | |
** Signature of Reporting Person |
Date
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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. |
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. |
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