Eric E Schmidt Form 4 Alphabet / ERIC E SCHMIDT 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^*

SCHMIDT ERIC E

(Last) (First) (Middle)

C/O ALPHABET INC.

1600 AMPHITHEATRE PARKWAY

(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
X	Officer (give title below)	Other (specify below)
Executive Chairman of Board

3. Date of Earliest Transaction (Month/Day/Year)
11/25/2015

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 A Restricted Stock Unit(1)	11/25/2015		F(2)		2,866	D	$769.63	74,014	D
Class A Restricted Stock Unit(1)	11/25/2015		C(3)		2,626	D	$0	71,388	D
Class A Common Stock(4)	11/25/2015		C(3)		2,626	A	$0	60,491	D
Class C Restricted Stock Unit(5)	11/25/2015		C(3)		2,626	D	$0	74,254	D
Class C Capital Stock	11/25/2015		C(3)		2,626	A	$0	1,257,984	D
Class C Restricted Stock Unit(5)	11/25/2015		F(2)		2,866	D	$748.28	71,388	D
Class C Capital Stock								148,588	I	By Schmidt Investments LP
Class C Capital Stock								661,898	I	By Schmidt Investments LP Fund II
Class C Capital Stock								2,464,691	I	By The Schmidt Family Living Trust

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
Class B Common Stock	$0							(6)	(7)	Class A Common Stock	1,194,309		1,194,309	D
Class B Common Stock	$0							(6)	(7)	Class A Common Stock	148,182		148,182	I	By Schmidt Investments LP
Class B Common Stock	$0							(6)	(7)	Class A Common Stock	660,086		660,086	I	By Schmidt Investments LP Fund II
Class B Common Stock	$0							(6)	(7)	Class A Common Stock	2,457,932		2,457,932	I	By Trust
Option to Purchase Class C Capital Stock	$305.388							(8)	02/02/2021	Class C Capital Stock	181,840		181,840	D
Option To Purchase Class A Common Stock	$306.612							(8)	02/02/2021	Class A Common Stock	181,840		181,840	D

Explanation of Responses:

1. The GSUs vest as follow: 1/16th of the GSUs will vest on May 25, 2015, and an additional 1/16th will vest quarterly on the 25th day of the month until GSUs are fully vested, subject to continued employment on such vesting dates.

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

3. Vesting of GSUs grant of which was previously reported in Form 4.

4. Each share of Class A Common Stock was issued upon the conversion of one share of Class B Common Stock at the election of Reporting Person.

5. This grant vests as follow: 1/16th of the grant will vest on May 25, 2015, and an additional 1/16th will vest quarterly on the 25th day of the month until GSUs are fully vested, subject to continued employment on such vesting dates.

6. All shares are exercisable as of the transaction date.

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

8. The option provided for vesting as follows: 25% of the option shall vest 12 months after vesting commencement date and 1/48th of shares shall vest each month thereafter until the option is fully vested, subject to continued employment with Google on the applicable vesting dates.

	/s/ Valentina Margulis, as attorney-in-fact for Eric E. Schmidt	11/30/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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