SEC Info - Brin Sergey - ‘3’ for 6/28/04 re: Google Inc.

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 ^*

Brin Sergey

2. Date of Event Requiring Statement (Month/Day/Year)
06/28/2004

3. Issuer Name and Ticker or Trading Symbol
Google Inc. [NONE]

(Last)

(First)

(Middle)

C/O GOOGLE INC., 1600 AMPHITHEATRE PARKWAY

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

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President, Tech, Asst. Secty

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

(Street)

MOUNTAIN VIEW, CA 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)

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)
Series A Preferred Stock	06/28/2004 ⁽¹⁾	06/28/2004 ⁽¹⁾	Class B Common Stock	290,304	$0.0625	D
Class B Common Stock ⁽²⁾	06/28/2004 ⁽²⁾	06/28/2004 ⁽²⁾	Class A Common Stock	36,198,744	$0 ⁽²⁾	D
Class B Common Stock ⁽²⁾	06/28/2004 ⁽²⁾	06/28/2004 ⁽²⁾	Class A Common Stock	2,000,000	$0 ⁽²⁾	I	By Trust

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		President, Tech, Asst. Secty

Signatures

/s/ Matthew Tolland as attorney-in-fact		06/28/2004
^**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)	Each share of Series A 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)	Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

Brin Sergey – ‘3’ for 6/28/04 re: Google Inc.

On: Monday, 6/28/04, at 9:01pm ET · For: 6/28/04 · As: Director, Officer and 10% Owner · Accession #: 1181431-4-32663 · File #: 0-50726

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents

‘3’ — Form 3 for Brin Dated 6/28/04 — rrd46292.xml/2.2

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

Brin Sergey – ‘3’ for 6/28/04 re: Google Inc.

On: Monday, 6/28/04, at 9:01pm ET · For: 6/28/04 · As: Director, Officer and 10% Owner · Accession #: 1181431-4-32663 · File #: 0-50726

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34Filing Table of Contents

‘3’ — Form 3 for Brin Dated 6/28/04 — rrd46292.xml/2.2

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents