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As Of Filer Filing As/For/On Docs:Pgs Issuer Agent 6/28/04 Rosing Wayne 3 6/28/04 2:5 Google Inc R R Donnelley...Filer/FA
Document/Exhibit Description Pages Size
1: 3 Form 3 for Rosing Dated 6/28/04 -- XML 9K
rrd46295.xml/2.2
2: EX-24. Power of Attorney HTML 5K
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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 | ||||
| Option to purchase Class B Common Stock | 6/28/04 ( 1 ) | 3/7/12 | Class B Common Stock | 20,000 | 0.3 | D | |
| Option to purchase Class B Common Stock | 6/28/04 ( 2 ) | 7/18/13 | Class B Common Stock | 128,000 | 5 | D | |
| Class B Common Stock ( 3 ) | 6/28/04 ( 3 ) | 6/28/04 ( 3 ) | Class A Common Stock | 220,000 | 0 ( 3 ) | D | |
| Class B Common Stock ( 3 ) | 6/28/04 ( 3 ) | 6/28/04 ( 3 ) | Class A Common Stock | 1,100,000 | 0 ( 3 ) | I | By Trusts |
| Explanation of Responses: |
| 1. The option vests and becomes exercisable as to 1/5th of the shares on November 22, 2002 and 1/60th of the shares each month thereafter. |
| 2. Shares subject to this option will begin vesting on November 23, 2004 and will vest as follows: (i) 15 percent on the one year anniversary of the vesting commencement date, (ii) 17.5 percent in the second year of vesting, (iii) 20 percent in the third year of vesting, (iv) 22.5 percent in the fourth year of vesting, and (v) 25 percent in the fifth year of vesting; provided that shares vesting in each of the years following the one year anniversary of the vesting commencement date will vest in the respective amounts described above ratably at the end of each month. |
| 3. 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. | ||
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