Edgar Filing: GOOGLE INC.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â Pichai Sundar

2. Date of Event Requiring Statement (Month/Day/Year)
08/10/2015

3. Issuer Name and Ticker or Trading Symbol
GOOGLE INC. [GOOG]

(Last)

(First)

(Middle)

C/O GOOGLE INC., 1600 AMPHITHEATRE PKWY

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Sr. Vice President, Products

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

MOUNTAIN VIEW,Â CAÂ 94043

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	68	D	Â
Class A Google Stock Unit ⁽¹⁾	1,914	D	Â
Class A Google Stock Unit ⁽²⁾	56,849	D	Â
Class C Capital Stock	100	D	Â
Class C Google Stock Unit ⁽³⁾	1,914	D	Â
Class C Google Stock Unit ⁽²⁾	56,849	D	Â
Class C Google Stock Unit ⁽⁴⁾	88,485	D	Â
Class C Google Stock Unit ⁽⁵⁾	353,939	D	Â
Class C Google Stock Unit ⁽⁶⁾	149,415	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option to Purchase Class C Capital Stock	Â ⁽⁷⁾	04/04/2022	Class C Capital Stock	8,646	$ 316.9399	D	Â
Option To Purchase Class A Common Stock	Â ⁽⁷⁾	04/04/2022	Class A Common Stock	8,646	$ 318.2102	D	Â
Option To Purchase Class A Common Stock	Â ⁽⁷⁾	07/29/2019	Class A Common Stock	2,436	$ 218.5563	D	Â
Option To Purchase Class A Common Stock	Â ⁽⁷⁾	08/04/2020	Class A Common Stock	1,459	$ 253.6664	D	Â
Option to Purchase Class C Capital Stock	Â ⁽⁷⁾	07/29/2019	Class C Capital Stock	2,436	$ 217.6838	D	Â
Option to Purchase Class C Capital Stock	Â ⁽⁷⁾	08/04/2020	Class C Capital Stock	1,459	$ 252.6537	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Pichai Sundar C/O GOOGLE INC., 1600 AMPHITHEATRE PKWY MOUNTAIN VIEW,Â CAÂ 94043	Â	Â	Â Sr. Vice President, Products	Â

Signatures

/s/ Valentina Margulis, Attorney-in-fact for Sundar Pichai		08/20/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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 GSU vests. The GSUs vest at a rate of 1/16th per quarter, subject to continued employment on the applicable vesting dates.
(2)	The GSUs vest at a rate of 1/72 per month, subject to continued employment on the applicable vesting dates.
(3)	The GSUs entitle the Reporting Person to receive one share of Google Inc.'s Class C Capital Stock for each share underlying the GSU as the GSU vests. The GSUs vest at a rate of 1/16th per quarter, subject to continued employment on the applicable vesting dates.
(4)	50% of the grant will vest on April 25, 2016 and 50% of the grant will vest on April 25, 2017, subject to continued employment on such dates.
(5)	100% of the grant will vest on April 25, 2018, subject to continued employment on such date.
(6)	The GSUs vest at a rate of 1/8th per quarter, subject to continued employment on the applicable vesting dates.
(7)	Option is fully vested.

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