Google 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
December 20, 2012
(Exact name of registrant as specified in its charter)
1600 Amphitheatre Parkway
Mountain View, CA 94043
(Address of principal executive offices, including zip code)
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Investment in 23andMe
In December 2012, Google Ventures invested approximately $1.5 million in the Series D preferred stock financing of 23andMe, Inc., a privately-held personal genetics company dedicated to helping individuals understand their genetic information through DNA analysis technologies and web-based interactive tools. Google Ventures made its investment in the Series D preferred stock financing of 23andMe pursuant to existing rights to purchase a pro rata share of new securities issued by 23andMe.
Google Inc. is the sole limited partner of Google Ventures. Google, directly or through Google Ventures, previously invested approximately $3.9 million in the Series A preferred stock financing of 23andMe in May 2007, approximately $2.6 million in the Series B preferred stock financing of 23andMe in June 2009, and approximately $3.2 million in the Series C preferred stock financing of 23andMe in November 2010. In November 2007, Google purchased additional shares of Series A preferred stock of 23andMe from another stockholder for approximately $500,000. In June 2009, Google also entered into a lease agreement with 23andMe. An independent real estate appraiser reviewed the terms and conditions of the lease with 23andMe.
23andMes Series D preferred stock financing involved a number of additional investors, including a new investor. Anne Wojcicki, Chief Executive Officer and Co-Founder of 23andMe, and a stockholder and member of its board of directors, is married to Sergey Brin, Googles Co-Founder and a member of Googles board of directors. As of September 30, 2012, Sergey beneficially owned approximately 7.7% of Googles outstanding capital stock, which represented approximately 27.8% of the voting power of Googles outstanding capital stock. Sergey is also an investor in 23andMe and invested approximately $20.0 million in 23andMes Series D preferred stock financing.
Googles Audit Committee reviewed and approved Google Ventures investment in the Series D preferred stock financing of 23andMe as part of Googles procedures for entering into transactions with related parties.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.