The Prospect Research SEC Filings Training Series Reference 2: Understanding the Form 4
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1 The Prospect Research SEC Filings Training Series Reference 2: Understanding the Fm 4 The purpose of this document is to help users become familiar with the infmation that can be found on a Fm. It is intended to complement ongoing in-person trainings offered by the research department as well as provide a refresher f those whose contact with these materials is intermittent. The Fm 4 is issued as a statement of changes in beneficial ownership of securities f a company insider; which is defined as a direct, top-ranking executive officer (e.g. Chairman, CEO, President, etc.), a shareholder who own at least 10 percent me of outstanding shares. Unlike the DEF 14A in Reference 1, the Fm 4 is a sht and succinct document of no me than two pages. However, it is dense and utilizes abbreviations and codes can take some getting used to. A Fm 4 is imptant because it can be used f the following: To determine current stock ownership between annual DEF 14A statements To determine wealth that might have recently been obtained due to stock sales To determine how a prospect s stock-based wealth is held (directly through a trust other indirect ownership) To provide some me general insight into the timing and liquidty of a prospect s asset management You will find that each provides a discussion of the imptant things to note on that page. As always, we welcome any comments you may have: prospectresearch@yale.edu.
2 FORM 4 Google Inc. - GOOG Filed: November 28, 2007 (period: November 27, 2007) Statement of changes in beneficial ownership of securities
3 FORM 4 Check this box if no longer subject to Section 16. Fm 4 Fm 5 obligations may continue. See Instruction 1(b). UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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 Section 30(h) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: Expires: January 31, 2008 Estimated average burden hours per response Name and Address of Repting Person * HENNESSY JOHN L (Last) (First) (Middle) C/O GOOGLE INC., 1600 AMPHITHEATRE PARKWAY 2. Issuer Name and Ticker Trading Symbol Google Inc. [GOOG] 3. of Earliest Transaction 11/27/ Relationship of Repting Person(s) to Issuer (Check all applicable) X Direct 10% Owner Officer (give title below) Other (specify below) (Street) MOUNTAIN VIEW CA (City) (State) (Zip) 4. If Amendment, of Original Filed 6. Individual Joint/Group Filing (Check Applicable Line) X Fm filed by One Repting Person Fm filed by Me than One Repting Person Table I - Non- Securities Acquired, Disposed of, Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction 2A. Deemed Execution, if any 3. Transaction Code (Instr. 8) Code V Amount 4. Securities Acquired (A) Disposed of (D) (Instr. 3, 4 and 5) (A) (D) Price 5. Amount of Securities Beneficially Owned Following Repted Transaction(s) (Instr. 3 and 4) 6. Ownership Fm: Direct (D) Indirect (I) 7. Nature of Indirect Beneficial Ownership (1) 11/27/2007 C 200 A $ D (1) 11/27/2007 S 20 D $ D (1) 11/27/2007 S 20 D $ D (1) 11/27/2007 S 3 D $ D (1) 11/27/2007 S 17 D $ D (1) 11/27/2007 S 20 D $ D 11/27/2007 S 20 D $ D Source: Google Inc., 4, November 28, 2007
4 (1) (1) 11/27/2007 S 20 D $ D (1) 11/27/2007 S 20 D $ D (1) 11/27/2007 S 20 D $ D (1) 11/27/2007 S 20 D $ D (1) 11/27/2007 S 20 D $ D 4,908 I By Trust Source: Google Inc., 4, November 28, 2007
5 Table II - Securities Acquired, Disposed of, Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Security (Instr. 3) 2. Conversion Exercise Price of Security 3. Transaction 3A. Deemed Execution, if any 4. Transaction Code (Instr. 8) 5. Number of Securities Acquired (A) Disposed of (D) (Instr. 3, 4, and 5) Code V (A) (D) 6. Exercisable and Expiration Exercisable Expiration 7. Title and Amount of Underlying Securities (Instr. 3 and 4) Title Amount Number of Shares 8. Price of Security (Instr. 5) 9. Number of Securities Beneficially Owned Following Repted Transaction(s) 10. Ownership Fm of Security: Direct (D) Indirect (I) 11. Nature of Indirect Beneficial Ownership Option To Purchase $ 20 11/27/2007 M 200 (2) 04/28/ $ 0 26,350 D $ 0 11/27/2007 M 200 (3) (4) Class A $ 0 11/27/2007 C 200 (3) (4) Class A 200 $ D 200 $ 0 0 D Explanation of Responses: 1. Each share of was issued upon the conversion of one share of at the election of Repting Person. 2. The option vests and becomes exercisable as to 1/5th of the shares on March 18, 2005 and 1/60th of shares each month thereafter. 3. All shares are exercisable as of the transaction date. 4. There is no expiration date f the Issuer's. Remarks: ***All of the sales repted in this Fm 4 were effected pursuant to a Rule 10b5-1 trading plan.*** Reminder: Rept on a separate line f each class of securities beneficially owned directly indirectly. * If the fm is filed by me than one repting person, see Instruction 4(b)(v). ** Intentional misstatements omissions of facts constitute Federal Criminal Violations See 18 U.S.C and 15 U.S.C. 78ff(a). Note: File three copies of this Fm, one of which must be manually signed. If space is insufficient, see Instruction 6 f procedure. /s/ Rumit Kanakia, attney-in-fact f John L. Hennessy ** Signature of Repting Person 11/28/2007 Persons who respond to the collection of infmation contained in this fm are not required to respond unless the fm displays a currently valid OMB Number. Created by 10KWizard Source: Google Inc., 4, November 28, 2007
6 Fm 4 Appendix Transaction Codes accding to SEC filing regulations:
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