Filed Pursuant to Rule 424(b)(7)

Filed Pursuant to Rule 424(b)(7)
Registration No. 333-167808

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to Be Registered

    Amount
to Be
Registered		    Proposed Maximum
Offering Price per
Unit		    Proposed Maximum
Aggregate Offering
Price		    Amount of
Registration Fee
(1)

Class A common stock, $0.001 par value

    5,127    $488.69    $2,505,513.63    $178.64

 

(1) The filing fee of $178.64 is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.

PROSPECTUS SUPPLEMENT NO. 1

(To Prospectus dated June 25, 2010)

1,081,250 Shares

LOGO

Google Inc.

Class A Common Stock

 

 

The following information amends and supplements information contained in the prospectus, dated June 25, 2010, relating to the offer and sale from time to time by certain selling stockholders of up to 1,081,250 shares of our Class A common stock, par value $0.001 per share, issued in connection with our acquisition of AdMob, Inc. This prospectus supplement should be read in conjunction with the prospectus, and is qualified by reference to the prospectus, except to the extent that the information presented herein supersedes the information contained in the prospectus. This prospectus supplement is not complete without, and may only be delivered or utilized in connection with, the prospectus, including any amendments or supplements thereto.

Investing in our Class A common stock involves risks. You should carefully consider the risks referenced under “Risk Factors” on page 2 of the prospectus dated June 25, 2010, as well as the other information contained or incorporated by reference in the prospectus or in any supplement thereto, before making a decision to invest in our Class A common stock.

 

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus supplement is July 16, 2010.

SELLING STOCKHOLDERS

The following information is provided to amend and supplement the selling stockholders’ table in the prospectus to reflect the addition of certain selling stockholders to the “Accel IX Strategic Partners L.P. transferees who beneficially own, in the aggregate, less than 1% of our Class A common stock” line and the “All other selling stockholders who beneficially own, in the aggregate, less than 1% of our Class A common stock” line.

 

     Prior to the offering (1)    Number of
shares of 
Class A
common
stock being
registered for
resale (2)		    After the offering (3)

Name of Selling Stockholder

    Number of
shares of 
Class A
common
stock
beneficially
owned		    Percent of
shares of 
Class A
common
stock
outstanding		       Number of
shares of 
Class A
common stock
beneficially
owned		    Percent of
shares of 
Class A
common
stock
outstanding

Accel IX Strategic Partners L.P. transferees who beneficially own, in the aggregate, less than 1% of our Class A common stock (4)

    984    *    494    490    *

All other selling stockholders who beneficially own, in the aggregate, less than 1% of our Class A common stock (5)

   193,683    *    30,257    163,426    *

Total shares of our Class A common stock registered

          30,751      
                        

 

* Represents less than 1% of the total aggregate amount of shares of our Class A common stock.

 

(1) The amounts set forth in these columns include the shares of our Class A common stock beneficially owned by each selling stockholder as of June 22, 2010 (including any shares that the selling stockholder has the right to acquire within 60 days of such date through the exercise of any options or other rights).

 

(2) The amounts set forth in this column are the shares of our Class A common stock that may be offered by each selling stockholder using this prospectus supplement. These amounts do not include any other shares of our Class A common stock that the selling stockholders may own beneficially or otherwise.

 

(3) Assumes all shares of our Class A common stock being offered hereby are sold by the selling stockholders.

 

(4) This category includes selling stockholders who received shares of Class A common stock distributed by Accel IX Strategic Partners L.P. to its investors who were made known to us following the filing of the registration statement of which the prospectus formed a part upon written representations from the selling stockholders. To the extent required by applicable law, additional selling stockholders in this category will be added by means of a prospectus supplement.

 

(5) This category includes additional selling stockholders who were made known to us based upon written representations from the selling stockholders. To the extent required by applicable law, additional selling stockholders in this category will be added by means of a prospectus supplement.

 

S-1

 

 

1,081,250 Shares

LOGO

Google Inc.

Class A Common Stock

 

 

PROSPECTUS SUPPLEMENT

July 16, 2010