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 ^*

MATHER ANN

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 (Month/Day/Year)
11/26/2013

(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)
Google Stock Unit ⁽¹⁾	08/26/2013		J⁽²⁾	V	14	D	$ 0	316	D
Class A Common Stock ⁽³⁾	08/26/2013		J⁽²⁾	V	14	A	$ 0	650	D
Class A Common Stock ⁽³⁾	08/26/2013		J⁽²⁾	V	12	A	$ 0	662	D
Google Stock Unit ⁽¹⁾	08/26/2013		J⁽²⁾	V	12	D	$ 0	427	D
Class A Common Stock ⁽³⁾	08/26/2013		J⁽²⁾	V	8	A	$ 0	670	D
Google Stock Unit ⁽⁴⁾	08/26/2013		J⁽²⁾	V	8	D	$ 0	381	D
Class A Common Stock ⁽³⁾	09/02/2013		J⁽²⁾	V	56	A	$ 0	726	D
Google Stock Unit ⁽⁵⁾	09/02/2013		J⁽²⁾	V	56	D	$ 0	282	D
Google Stock Unit ⁽¹⁾	09/25/2013		J⁽²⁾	V	14	D	$ 0	302	D
Class A Common Stock ⁽³⁾	09/25/2013		J⁽²⁾	V	14	A	$ 0	740	D
Class A Common Stock ⁽³⁾	09/25/2013		J⁽²⁾	V	13	A	$ 0	753	D
Google Stock Unit ⁽¹⁾	09/25/2013		J⁽²⁾	V	13	D	$ 0	414	D
Class A Common Stock ⁽³⁾	09/25/2013		J⁽²⁾	V	8	A	$ 0	761	D
Google Stock Unit ⁽⁴⁾	09/25/2013		J⁽²⁾	V	8	D	$ 0	373	D
Google Stock Unit	10/25/2013		J⁽²⁾	V	13	D	$ 0	289	D
Class A Common Stock ⁽³⁾	10/25/2013		J⁽²⁾	V	13	A	$ 0	774	D
Class A Common Stock ⁽³⁾	10/25/2013		J⁽²⁾	V	12	A	$ 0	786	D
Google Stock Unit ⁽¹⁾	10/25/2013		J⁽²⁾	V	12	D	$ 0	402	D
Class A Common Stock ⁽³⁾	10/25/2013		J⁽²⁾	V	9	A	$ 0	795	D
Google Stock Unit ⁽⁴⁾	10/25/2013		J⁽²⁾	V	9	D	$ 0	364	D
Google Stock Unit	11/25/2013		J⁽²⁾	V	14	D	$ 0	275	D
Class A Common Stock ⁽³⁾	11/25/2013		J⁽²⁾	V	14	A	$ 0	809	D
Class A Common Stock ⁽³⁾	11/25/2013		J⁽²⁾	V	13	A	$ 0	822	D
Google Stock Unit ⁽¹⁾	11/25/2013		J⁽²⁾	V	13	D	$ 0	389	D
Class A Common Stock ⁽³⁾	11/25/2013		J⁽²⁾	V	8	A	$ 0	830	D
Google Stock Unit ⁽⁴⁾	11/25/2013		J⁽²⁾	V	8	D	$ 0	356	D
Class A Common Stock ⁽³⁾	11/26/2013		S		100	D	$ 1,060.02	730	D
Class A Common Stock ⁽³⁾	11/26/2013		S		490	D	$ 1,060.0105 ⁽⁶⁾	240	D
Class A Common Stock								235	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 ⁽⁷⁾

$ 414.09

12/01/2005

12/01/2015

Class A Common Stock

12,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MATHER ANN C/O GOOGLE INC. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA 94043	X

Signatures

/s/ Valentina Margulis, as attorney-in-fact for Ann Mather		11/26/2013
^**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 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, 2012 and an additional 1/48th will vest monthly on the 25th day of each month thereafter, subject to continued service on such dates.
(2)	Vesting of GSUs grant of which was previously reported in Form 4.
(3)	Includes Class A Common Stocks issued upon vesting of GSUs that were previously reported as GSUs.
(4)	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.
(5)	The GSUs vest as follows: 1/4th of the GSUs vests on the one-year grant date anniversary and 1/16th vests each quarter thereafter, subject to continued service on such vesting dates.
(6)	The price reported in Column 4 is the average price. The shares were sold in multiple transactions at prices ranging from $1,060.01 to $1,060.0441, 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 this footnote.
(7)	The option is a subject to the terms and conditions of Google Inc.'s 2004 Stock Plan and is fully vested.

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