Google's Schmidt to Sell Up to $2.5 Billion

Google’s (NASDAQ: GOOG) chairman Eric Schmidt may sell up to $2.5 billion of his shares, although the action has been overblown by the press. The Rule 10b5-1 plan allows him to make the sales, but not does not totally force those sales.

In the SEC filing:

On November 15, 2012, Eric E. Schmidt, Google’s Executive Chairman of the Board of Directors, adopted a stock trading plan in accordance with the guidelines specified in Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and Google’s Policy Against Insider Trading. In February 2013, sales of Eric’s Google stock may commence under this trading plan. The pre-arranged trading plan was adopted in order to allow Eric to sell a portion of his Google stock as part of his long-term strategy for individual asset diversification and liquidity. The stock transactions pursuant to this trading plan will be disclosed publicly through Form 4 and Form 144 filings with the U.S. Securities and Exchange Commission. Using this trading plan, Eric can diversify his investment portfolio and can spread stock trades out over a period of one year to reduce market impact.

As of December 31, 2012, Eric beneficially owned approximately 7.6 million shares of Class A and Class B common stock, which represented approximately 2.3% of Google’s outstanding capital stock and approximately 8.2% of the voting power of Google’s outstanding capital stock. Under the terms of this trading plan, Eric intends to sell up to approximately 3.2 million shares of Class A common stock. If, during the one-year period for which this trading plan is effective, Google declares and pays a dividend of one share of Class C capital stock for each share of Class A common stock and Class B common stock then outstanding, then a number of shares of Class C capital stock equivalent to the number of shares of Class A common stock subsequently sold, will also be sold under the trading plan. On a pro forma basis as of December 31, 2012, assuming all shares of Class A common stock (and excluding the shares of Class C capital stock to be issued pursuant to the dividend) had been sold under the trading plan, Eric would have owned approximately 4.4 million shares, which would have represented as of such date approximately 1.3% of Google’s outstanding capital stock and approximately 5.0% of the voting power of Google’s outstanding capital stock.