The Internet search engine said in the Wednesday filing that it intends to use the money for "general corporate purposes, including capital and capital expenditures."
The sale would be the third time Google has gone to the equity markets for more cash. One year after its initial public offering, Google last year filed for a secondary stock offering to raise $4 billion.
Google stock closed Wednesday at $394.98 a share.
Goldman, Sachs & Co. is the underwriter in the latest offering.
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