SEC Info - Kordestani Omid - ‘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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Kordestani Omid

(Last)

(First)

(Middle)

C/O GOOGLE INC.

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
6/28/04

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, World Wide Sales/Oper.

5. If Amendment, Date of 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

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)

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock	6/28/04 ⁽¹⁾	6/28/04 ⁽¹⁾	Class B Common Stock	201,920	0.4953	D
Option to purchase Class B Common Stock	6/28/04 ⁽²⁾	7/11/10	Class B Common Stock	400,000	0.235	D
Option to purchase Class B Common Stock	6/28/04 ⁽³⁾	7/12/12	Class B Common Stock	300,000	0.3	D
Option to purchase Class B Common Stock	6/28/04 ⁽⁴⁾	5/6/12	Class B Common Stock	720,000	0.3	D
Class B Common Stock ⁽⁵⁾	6/28/04 ⁽⁵⁾	6/28/04 ⁽⁵⁾	Class A Common Stock	3,185,600	0.00 ⁽⁵⁾	I	By Trusts
Class B Common Stock ⁽⁵⁾	6/28/04 ⁽⁵⁾	6/28/04 ⁽⁵⁾	Class A Common Stock	3,000	0.00 ⁽⁵⁾	I	By custodial arrangement

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 and has no expiration date.

(2) Option vests and becomes exercisable as to 1/5th of the shares on May 3, 2001 and 1/60th of the shares each month thereafter.

(3) Option vests and becomes exercisable as to 1/5th of the shares on May 3, 2002 and 1/60th of the shares each month thereafter.

(4) Option vests and becomes exercisable as to 1/5th of the shares on May 3, 2003 and 1/60th of the shares each month thereafter.

(5) Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder.

	/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.

Kordestani Omid – ‘3’ for 6/28/04 re: Google Inc.

On: Monday, 6/28/04, at 7:40pm ET · For: 6/28/04 · As: Officer · Accession #: 1181431-4-32644 · File #: 0-50726

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

‘3’ — Form 3 for Kordestani Dated 6/28/04 — rrd46286.xml/2.2