John Kent Walker Form 4 Alphabet / JOHN KENT WALKER ownership change

SEC Form 4

FORM 4

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

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).

1. Name and Address of Reporting Person^*

WALKER JOHN KENT

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, Global Affairs, CLO

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2022

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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class C Google Stock Units(1)	06/25/2022		F(2)		1,155	D	$2,370.76	15,152	D
Class C Google Stock Units(1)	06/25/2022		C(3)		1,174	D	$0.00	13,978	D
Class C Google Stock Units(4)	06/25/2022		F(2)		301	D	$2,370.76	1,520	D
Class C Google Stock Units(4)	06/25/2022		C(3)		306	D	$0.00	1,214	D
Class C Google Stock Units(5)	06/25/2022		F(2)		255	D	$2,370.76	5,410	D
Class C Google Stock Units(5)	06/25/2022		C(3)		260	D	$0.00	5,150	D
Class C Capital Stock	06/25/2022		C(3)		1,740	A	$0.00	4,240	D
Class C Capital Stock	04/13/2022		G	V	1,795	D	$0.00	2,500	D
Class C Capital Stock	04/13/2022		G	V	1,795	A	$0.00	3,210	I	By Arete Trust, John Kent Walker and Diana Ruth Walsh, Trustees
Class C Capital Stock	05/03/2022		G	V	3,044	D	$0.00	166	I	By Arete Trust, John Kent Walker and Diana Ruth Walsh, Trustees

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Class C Google Stock Units (GSU) entitle the Reporting Person to receive one share of Alphabet Inc. 1/8th of the GSU grant vested on June 25, 2020 and an additional 1/16th will vest quarterly thereafter until fully vested, in each case subject to continued employment on the applicable vesting dates.

2. Shares withheld to satisfy tax obligations arising out of vesting of GSUs.

3. Vesting of Google Stock Units ("GSUs") grant of which was previously reported in Form 4.

4. 1/4th of the GSU grant will vest on March 25, 2022 and an additional 1/4th will vest quarterly thereafter until fully vested, in each case subject to continued employment on the applicable vesting dates.

5. 1/12th of the GSU grant will vest on March 25, 2022 and an additional 1/12th will vest quarterly thereafter until fully vested, in each case subject to continued employment on the applicable vesting dates.

Remarks:

	/s/ Valentina Margulis, as Attorney-in-Fact for J. Kent Walker	06/28/2022
	** 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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