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As Of Filer Filing As/For/On Docs:Pgs Issuer Agent 6/28/04 Moritz Michael J 3 6/28/04 2:3 Google Inc R R Donnelley...Filer/FA
Document/Exhibit Description Pages Size 1: 3 Form 3 for Moritz Dated 6/28/04 XML 6K 2: EX-24. Power of Attorney HTML 6K
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| 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
6/28/04 |
3. Issuer Name and Ticker or Trading Symbol
Google Inc. [ NONE ] |
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| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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) |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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|---|---|---|---|---|---|---|---|
| 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: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series B Preferred Stock | 6/28/04 ( 1 ) | 6/28/04 ( 1 ) | Class B Common Stock | 23,893,800 | 0.4953 | I | see footnote ( 2 ) |
| Explanation of Responses: |
| 1. Each share of Series B Preferred Stock shall be automatically converted into one share of Class B Common Stock upon the closing of the Issuer's initial public offering to occur at a later date and has no expiration date. |
| 2. Includes 21,654,952 shares held by Sequoia Capital VIII; 1,433,624 shares held by Sequoia International Technology Partners VIII (Q); 477,872 shares held by CMS Partners LLC; 274,784 shares held by Sequoia International Partners VIII; and 52,568 shares held by Sequoia 1997. SC VIII LLC is the general partner of Sequoia Capital VIII, Sequoia International Technology Partners VIII (Q) and Sequoia International Technology Partners VIII. Reporting Person is one of the managing members and exercises shared voting and investment power over the shares held by the entities listed herein. Reporting Person disclaims beneficial ownership of the shares held by such entities except to the extent of his pecuniary interest in these entites. |
| /s/ Matthew Tolland as attorney-in-fact | 6/28/04 | |
| ** Signature of Reporting Person | Date | |
| 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 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). | ||
| 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 Number. | ||
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