| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 20
)*
|
Alphabet Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
02079K305 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 02079K305 |
| 1 | Names of Reporting Persons Eric E. Schmidt | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 56,921,959.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.97 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
This Schedule 13G relates to the following classes of securities: Class A Common Stock with CUSIP No. 02079K305 and Class B Common Stock with CUSIP No. 02079K206. Due to the new Edgar filing requirements, cover pages are limited to one class of security. The cover page of this Schedule 13G filing relates to the Class A Common Stock, and this comment and the notes below shall serve as full disclosure of the beneficial ownership of all classes of securities of the Issuer.
Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights (noted above) and voting rights. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. Ownership of Class A Common Stock assumes conversion of all such reporting person's shares of Class B Common Stock into shares of Class A Common Stock.
Sole Voting Power and Sole Dispositive Power shown in Boxes 5 and 7 consists of (i) 464,735 shares of Class A Common Stock held directly by Mr. Schmidt and (ii) 2,772 shares of Class B Common Stock held directly by Mr. Schmidt.
Shared Voting Power and Shared Dispositive Power shown in Boxes 6 and 8 consists of (i) 42,053,405 shares of Class B Common Stock held by The Schmidt Family Living Trust, of which Mr. Schmidt is the co-trustee, (ii) 5,416,500 shares of Class B Common Stock held by Schmidt Investments, L.P. of which The Schmidt Family Living Trust is the sole general partner, (iii) 2,511,602 shares of Class A Common Stock held by The Schmidt Family Foundation, of which Mr. Schmidt is a member of the board of directors and vice president, (iv) 2,830,845 shares of Class A Common Stock held by The Eric and Wendy Schmidt Fund for Strategic Innovation, of which Mr. Schmidt is a member of the board of directors and president, (v) 27,100 shares of Class A Common Stock held by the Schmidt Ocean Institute, of which Mr. Schmidt is a member of the board of directors and vice president, (vi) 70,000 shares of Class A Common Stock held by Special Strategies, LLC, of which Mr. Schmidt is the co-trustee of The Schmidt Equities Revocable Trust, its sole member, (vii) 1,860,000 shares of Class A Common Stock held by Special Strategies II,LLC, of which Mr. Schmidt is the co-trustee of The Schmidt Equities Revocable Trust, its sole member, (viii) 405,000 shares of Class A Common Stock held by Hillspire Holdings, LLC, of which Mr. Schmidt is a co-manager, and (ix) 1,280,000 shares of Class A Common Stock held by Big Hen Group I, LLC, of which The Schmidt Family Living Trust is a member.
Aggregate Amount Beneficially Owned shown in Box 9 consists of the shares reported in Boxes 5, 6, 7 and 8 and consists of 56,921,969 shares of Class A Common Stock and 47,472,677 shares of Class B Common Stock.
The Percent of Class Represented by Amount shown in Box 11 consists of 0.97% of the outstanding Class A Common Stock (assuming conversion of Class B Common Stock into Class A Common Stock). The reporting person beneficially owns 5.52% of the outstanding Class B Common Stock on an unconverted basis.
SCHEDULE 13G |
| CUSIP No. | 02079K305 |
| 1 | Names of Reporting Persons The Schmidt Family Living Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 47,469,905.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.81 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
This Schedule 13G relates to the following classes of securities: Class A Common Stock with CUSIP No. 02079K305 and Class B Common Stock with CUSIP No. 02079K206. Due to the new Edgar filing requirements, cover pages are limited to one class of security. The cover page of this Schedule 13G filing related to the Class A Common Stock, and this comment and notes below shall serve as full disclosure of the beneficial ownership of all classes of securities of the Issuer.
Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights (noted above) and voting rights. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. Ownership of Class A Common Stock assumes conversion of all such reporting person's shares of Class B Common Stock into shares of Class A Common Stock.
Shared Voting Power and Shared Dispositive Power shown in Boxes 6 and 8 consists of (i) 42,053,405 shares of Class B Common Stock held by The Schmidt Family Living Trust and (ii) 5,416,500 shares of Class B Common Stock held by Schmidt Investments, L.P. of which The Schmidt Family Living Trust is the sole general partner
The Percent of Class Represented by Amount in shown Box 11 consists of 0.81% of the outstanding Class A Common Stock (assuming conversion of Class B Common Stock into Class A Common Stock). The reporting person beneficially owns 5.52% of the outstanding Class B Common Stock on an unconverted basis.
SCHEDULE 13G |
| CUSIP No. | 02079K305 |
| 1 | Names of Reporting Persons The Schmidt Family Foundation | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,511,602.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.04 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) |
Comment for Type of Reporting Person:
This Schedule 13G relates to Class A Common Stock with CUSIP No. 02079K305.
Shared Voting Power and Shared Dispostive Power shown in Boxes 6 and 8 consists of 2,511,602 shares of Class A Common Stock held by The Schmidt Family Foundation, of which Mr. Schmidt is a member of the board of directors and vice president.
SCHEDULE 13G |
| CUSIP No. | 02079K305 |
| 1 | Names of Reporting Persons The Eric and Wendy Schmidt Fund for Strategic Innovation | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,830,845.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.05 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
This Schedule 13G relates to Class A Common Stock with CUSIP No. 02079K305.
Shared Voting Power and Shared Dispositive Power shown in Boxes 6 and 8 consists of 2,830,845 shares of Class A Common Stock held by The Eric and Wendy Schmidt Fund for Strategic Innovation, of which Mr. Schmidt is a member of the board of directors and president.
SCHEDULE 13G |
| CUSIP No. | 02079K305 |
| 1 | Names of Reporting Persons Schmidt Ocean Institute | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 27,100.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
This Schedule 13G relates Class A Common Stock with CUSIP No. 02079K305.
The Shares Voting Power and Shared Dispositive Power shown in Boxes 6 and 8 consists of 27,100 shares of Class A Common Stock held by the Schmidt Ocean Institute, of which Mr. Schmidt is a member of the board of directors and vice president.
SCHEDULE 13G |
| CUSIP No. | 02079K305 |
| 1 | Names of Reporting Persons Special Strategies, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 70,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
This Schedule 13G relates Class A Common Stock with CUSIP No. 02079K305.
Shared Voting Power and Shared Dispositive Power shown in Boxes 6 and 8 consists of 70,000 shares of Class A Common Stock held by the Special Strategies, LLC, of which of Mr. Schmidt is co-trustee of The Schmidt Equities Revocable Trust, its sole member.
SCHEDULE 13G |
| CUSIP No. | 02079K305 |
| 1 | Names of Reporting Persons Special Strategies II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,860,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.03 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
This Schedule 13G relates to Class A Common Stock with CUSIP No. 02079K305.
Shared Voting Power and Shared Dispositive Power shown in Boxes 6 and 8 consist of 1,860,000 shares of Class A Common Stock held by the Special Strategies II, LLC, of which of Mr. Schmidt is co-trustee of The Schmidt Equities Revocable Trust, its sole member.
SCHEDULE 13G |
| CUSIP No. | 02079K305 |
| 1 | Names of Reporting Persons Hillspire Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 405,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.01 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) |
Comment for Type of Reporting Person:
This Schedule 13G relates to Class A Common Stock with CUSIP No. 02079K305.
Shared Voting Power and Shared Dispositive Power shown in Boxes 6 and 8 consists of 405,000 shares of Class A Common Stock held by Hillspire Holdings, LLC, of which of The Schmidt Family Living Trust is a member.
SCHEDULE 13G |
| CUSIP No. | 02079K305 |
| 1 | Names of Reporting Persons Big Hen Group I, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,280,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.02 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) |
Comment for Type of Reporting Person:
This Schedule 13G relates to Class A Common Stock with CUSIP No. 02079K305.
Shares Voting Power and Shared Dispositive Power shown in Boxes 6 and 8 consists of 1,280,000 shares of Class A Common Stock held by Big Hen Group I, LLC, of which of The Schmidt Family Living Trust is a member.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Alphabet Inc. | |
| (b) | Address of issuer's principal executive
offices: 1600 Amphitheatre Parkway, Mountain View, CA 94043 | |
| Item 2. | ||
| (a) | Name of person filing: (a) Name of Person Filing
Eric E. Schmidt
The Schmidt Family Living Trust
The Schmidt Family Foundation
The Eric and Wendy Schmidt Fund for Strategic Innovation
Schmidt Ocean Institute
Special Strategies, LLC
Special Strategies II, LLC
Hillspire Holdings, LLC
Big Hen Group I, LLC | |
| (b) | Address or principal business office or, if
none, residence: 1010 Alma Street, Menlo Park, CA 94025 | |
| (c) | Citizenship: Eric E. Schmidt United States of America
The Schmidt Family Living Trust N/A
The Schmidt Family Foundation N/A
The Eric and Wendy Schmidt Fund
for Strategic Innovation N/A
Schmidt Ocean Institute N/A
Special Strategies, LLC N/A
Special Strategies II, LLC N/A
Hillspire Holdings, LLC N/A
Big Hen Group I, LLC N/A | |
| (d) | Title of class of securities: Class A Common Stock | |
| (e) | CUSIP No.: 02079K305 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: Information disclosed on Exhibit 99.1 | |
| (b) | Percent of class: Information disclosed on Exhibit 99.1 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Information disclosed on Exhibit 99.1 | ||
| (ii) Shared power to vote or to direct the
vote: Information disclosed on Exhibit 99.1 | ||
| (iii) Sole power to dispose or to direct the
disposition of: Information disclosed on Exhibit 99.1 | ||
| (iv) Shared power to dispose or to direct the
disposition of: Information disclosed on Exhibit 99.1 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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Comments accompanying signature:
Exhibit 99.2 Agreement Pursuant to Rule 13d-1(k)(1)(iii)