Edgar Filing: Shriram Kavitark Ram

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

Shriram Kavitark Ram

2. Issuer Name and Ticker or Trading Symbol
Google Inc. [GOOG]

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

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O GOOGLE INC., 1600 AMPHITHEATRE PARKWAY

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2012

(Street)

MOUNTAIN VIEW, CA 94043

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Google Stock Unit ⁽¹⁾	02/27/2012		J⁽²⁾	V	14	D	$ 0	563	D
Class A Common Stock	02/27/2012		J⁽²⁾	V	14	A	$ 0	263,987	D
Google Stock Unit ⁽¹⁾	03/26/2012		J⁽²⁾	V	14	D	$ 0	549	D
Class A Common Stock	03/26/2012		J⁽²⁾	V	14	A	$ 0	251,501	D
Google Stock Unit ⁽¹⁾	04/25/2012		J⁽²⁾	V	13	D	$ 0	536	D
Class A Common Stock	04/25/2012		J⁽²⁾	V	13	A	$ 0	239,014	D
Google Stock Unit ⁽¹⁾	05/25/2012		J⁽²⁾	V	14	D	$ 0	522	D
Class A Common Stock	05/25/2012		J⁽²⁾	V	14	A	$ 0	232,778	D
Class A Common Stock	08/01/2012		S		2,250	D	$ 634.0983 ⁽³⁾	237,041	I	By Spouse
Class A Common Stock	08/01/2012		S		750	D	$ 635.2025 ⁽⁴⁾	236,291	I	By Spouse
Class A Common Stock	08/01/2012		S		1,925	D	$ 636.0506 ⁽⁵⁾	234,366	I	By Spouse
Class A Common Stock	08/01/2012		S		825	D	$ 637.0528 ⁽⁶⁾	233,541	I	By Spouse
Class A Common Stock	08/01/2012		S		500	D	$ 638	233,041	I	By Spouse
Class A Common Stock	08/01/2012		S		2,250	D	$ 634.0983 ⁽³⁾	230,567	D
Class A Common Stock	08/01/2012		S		1,925	D	$ 636.0506 ⁽⁵⁾	227,892	D
Class A Common Stock	08/01/2012		S		825	D	$ 637.0528 ⁽⁶⁾	227,067	D
Class A Common Stock	08/01/2012		S		500	D	$ 638	226,567	D
Google Stock Unit ⁽¹⁾	06/25/2012		J⁽²⁾	V	14	D	$ 0	508	D
Class A Common Stock	06/25/2012		J⁽²⁾	V	14	A	$ 0	232,792	D
Google Stock Unit ⁽¹⁾	07/25/2012		J⁽²⁾	V	13	D	$ 0	495	D
Class A Common Stock	07/25/2012		J⁽²⁾	V	13	A	$ 0	232,805	D
Google Stock Unit ⁽⁷⁾	07/25/2012		J⁽²⁾	V	12	D	$ 0	590	D
Class A Common Stock	07/25/2012		J⁽²⁾	V	12	A	$ 0	232,817	D
Class A Common Stock	08/01/2012		S		750	D	$ 635.2025 ⁽⁴⁾	229,817	D
Class A Common Stock								109,888	I	By Limited Partnership
Class A Common Stock								1,132	D

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

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Shriram Kavitark Ram C/O GOOGLE INC. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA 94043	X

Signatures

/s/ Valentina Margulis, attorney-in-fact for Kavitark Ram Shriram		08/01/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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 GSU vests. 1/48th of GSUs shall vest on the 25th day of the first month after the vesting start date (July 6, 2011) and an additional 1/48th will vest monthly thereafter until the units are fully vested, subject to continued service on such vesting dates.
(2)	Vesting of Google Stock Unit awards that were previously reported in Form 4s.
(3)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $633.51 to $634.5099, inclusive. The Reporting Person undertakes to provide to any security holder of Google Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (6) to this Form 4.
(4)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $634.51 to $635.5099, inclusive.
(5)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $635.51 to $636.5099, inclusive.
(6)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $636.51 to $637.5099, inclusive.
(7)	The GSUs vest as follows: 1/48th vests on the 25th calendar day of the month following the vesting start date and an additional 1/48th vests monthly on the 25th day of each month thereafter, subject to continued service on such vesting dates. Vesting start date is July 11, 2012.
Remarks: All of the sales reported in this Form 4 were effected pursuant to Rule 10b5-1 Trading Plans adopted by the Reporting Person and the Reporting Person's spouse.

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