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)
08/16/2016

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 Common Stock(1)	08/16/2016		C		638	A	$0	638	I	By The Schmidt Family Living Trust
Class C Capital Stock	08/16/2016		G	V	638	D	$0	2,438,228	I	By The Schmidt Family Living Trust
Class A Common Stock(1)	08/16/2016		G	V	638	D	$0	0	I	By The Schmidt Family Living Trust
Class A Common Stock(1)								65,741	D
Class C Capital Stock								1,263,398	D
Class C Capital Stock								148,588	I	By Schmidt Investments LP
Class C Capital Stock								641,628	I	By Schmidt Investments LP Fund II
Class C Google Stock Unit(2)(3)								60,406	D
Class A Google Stock Unit(4)								60,406	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	$0	08/16/2016		C			638	(5)	(6)	Class A Common Stock	638	$0	2,431,469	I	By Trust
Class B Common Stock	$0							(5)	(6)	Class A Common Stock	1,194,309		1,194,309	D
Class B Common Stock	$0							(5)	(6)	Class A Common Stock	148,182		148,182	I	By Schmidt Investments LP
Class B Common Stock	$0							(5)	(6)	Class A Common Stock	639,816		639,816	I	By Schmidt Investments LP Fund II
Option to Purchase Class C Capital Stock(7)	$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. 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.

2. On January 29, 2014, Google Inc. declared a stock dividend, as a result of which all holders of record of Class A Common Stock on March 27, 2014 received on April 2, 2014 one share of Class C Capital Stock for each share of Class A Common Stock outstanding (the "Stock Dividend"). These GSUs were previously reported as GSUs entitling the Reporting Person to receive one share of Google Inc.'s Class A Common Stock for each share underlying the GSU as the GSU vests. As a result of the Stock Dividend, these GSUs were adjusted and each share underlying the GSU now corresponds to one share of Class A Common Stock and one share of Class C Capital Stock.

3. 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.

4. 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.

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

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

7. On January 29, 2014, Google Inc. declared a stock dividend, as a result of which all holders of record of Class A Common Stock on March 27, 2014 received on April 2, 2014 one share of Class C Capital Stock for each share of Class A Common Stock outstanding (the "Stock Dividend"). This option was previously reported as an option for 181,840 shares of Class A Common Stock at an exercise price of $612.00 per share, but was adjusted to reflect the Stock Dividend. As a result of adjustment, the option now entitles the Reporting Person to exercise a portion of the option for 181,840 shares of Class C Capital Stock, and the exercise price has been adjusted so that the portion of the option covering Class A Common Stock now has an exercise price of $306.612 and the portion of the option covering Class C Capital Stock has an exercise price of $305.388 per share.

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	08/16/2016
	** 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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