Doerr L John Form 5 Alphabet / L JOHN DOERR ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

DOERR L JOHN

(Last) (First) (Middle)

C/O ALPHABET INC.

1600 AMPHITHEATRE PKWY

(Street)

MOUNTAIN VIEW CA 94043

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Alphabet Inc. [ GOOG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Class A Common Stock							3,485	D
Class A Common Stock(1)							118,653	I	The Benificus Foundation
Class C Capital Stock							791,195	I	Vallejo Ventures Trust
Class C Capital Stock(1)							95,755	I	The Benificus Foundation
Class C Capital Stock							5,645(2)	D
Class C Google Stock Units(3)							64	D
Class C Google Stock Units(4)							147	D
Class C Google Stock Units(5)							190	D
Class C Google Stock Units(6)							276	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	$0.00						(7)	(8)	Class A Common Stock	1,117,447		1,117,447	I	Vallejo Ventures Trust

Explanation of Responses:

1. The Reporting Person is an officer and trustee of the Benificus Foundation and shares the investment authority over the shares held by the Benificus Foundation. The Reporting Person disclaims any pecuniary interest in the shares held by the Benificus Foundation.

2. Includes 424 shares of Class C Capital Stock issued upon vesting of Class C GSUs during 2019, the grants of which were previously reported on Form 4s.

3. The Class C GSUs entitle the Reporting Person to receive one share of Alphabet Inc. Class C Capital Stock for each share underlying the GSU as GSU vests. 1/48th of GSUs vested on July 25, 2016 and an additional 1/48th of GSUs will vest monthly thereafter until the GSUs are fully vested, subject to continued service on the Board on the applicable vesting dates.

4. 1/48th of GSUs vested on July 25, 2017 and an additional 1/48th of GSUs will vest monthly thereafter until the GSUs are fully vested, subject to continued service on the Board on the applicable vesting dates.

5. 1/48th of GSU grant vested on July 25, 2018 and an additional 1/48th will vest monthly on the 25th day of each month thereafter, subject to continued service on the Board on the applicable vesting dates.

6. 1/48th of GSU grant vested on July 25, 2019 and an additional 1/48th will vest monthly on the 25th day of each month thereafter, subject to continued service on the Board on the applicable vesting dates.

7. All shares are exercisable.

8. There is no expiration date for the Issuer's Class B Common Stock.

Remarks:

	/s/ Valentina Margulis, as Attorney-in-Fact for L. John Doerr	02/11/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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