Diane B. Greene Form 4 Alphabet / Diane B Greene 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^*

Greene Diane B

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2015

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 C Capital Stock	12/17/2015		A		200,729	A	(1)	203,115	D
Class C Capital Stock	12/17/2015		A		11,281	A	(2)	11,281	I	By Husband
Class C Capital Stock								11	I	By Trust
Class C Capital Stock								123	I	By Trust
Class C Capital Stock								11	I	By 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

Explanation of Responses:

1. The shares were acquired pursuant to the merger (the "Merger") in which bebop Technologies, Inc. ("bebop") was merged into an indirect wholly-owned subsidiary of Alphabet Inc. (the "Company"). The Reporting Person held 1,100,000 shares of bebop Class A Common Stock, 6,000,000 shares of Series A Preferred Stock and 144,150 shares of Series B Preferred Stock that were exchanged for 200,729 shares of Company Class C Capital Stock (at $740.39 per share) in the Merger, plus cash for fractional shares. 57,364 of the shares are subject to quarterly vesting over the next four years, 1,673 of the shares will vest on a one year cliff basis and then quarterly over the next three years and 2,827 shares will vest monthly, in each case subject to continued employment of the Reporting Person.

2. The shares were acquired pursuant to the Merger in which bebop was merged into an indirect wholly-owned subsidiary of the Company. The Reporting Person's husband held 408,000 shares of bebop Common Stock that were exchanged for 11,281 shares of Company Class C Capital Stock (at $740.39 per share) in the Merger, plus cash for fractional shares. 1,988 of the shares are subject to quarterly vesting over the next four years, 1,474 of the shares will vest on a one year cliff basis and then quarterly over the next three years and 2,491 shares will vest monthly, in each case subject to continued employment of the Reporting Person's husband.

Remarks:

The Reporting Person and the Reporting Person's husband intend to donate all the shares acquired pursuant to the bebop merger to a donor advised fund.

	/s/ Valentina Margulis, as attorney-in-fact for Diane B. Greene	12/21/2015
	** 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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