David C Drummond Form 4 Alphabet / David C Drummond 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^*

Drummond David C

(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)
SVP, Corporate Development

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2017

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	09/12/2017		S		748	D	$932.59	52	D
Class A Common Stock(1)	09/12/2017		C		748	A	$0.00	748	D
Class A Common Stock(1)	09/12/2017		S		748	D	$946.92	0	D
Class A Common Stock								2,090	I	By Spouse
Class C Capital Stock								2,095	I	By Spouse
Class C Google Stock Units(2)								70,788	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	$0.00	09/12/2017		C			748	(3)	(4)	Class A Common Stock	748	$0.00	12,500	D
Option to Purchase Class A Common Stock	$318.2102							(5)	04/04/2022	Class A Common Stock	86,446		8,646	D
Option to Purchase Class A Common Stock	$287.6642							(5)	04/06/2021	Class A Common Stock	29,288		29,288	D
Option to Purchase Class A Common Stock	$282.7394							(5)	12/01/2020	Class A Common Stock	9,998		9,998	D
Option to Purchase Class A Common Stock	$159.779							(5)	03/04/2019	Class A Common Stock	34,138		34,138	D
Option to Purchase Class A Common Stock	$318.2102							(5)	04/04/2022	Class A Common Stock	44,955		44,955	D
Option to Purchase Class C Capital Stock	$159.1411							(5)	03/04/2019	Class C Capital Stock	34,138		34,138	D
Option to Purchase Class C Capital Stock	$286.5159							(5)	04/06/2021	Class C Capital Stock	29,288		29,288	D
Option to Purchase Class C Capital Stock	$281.6107							(5)	12/01/2020	Class C Capital Stock	9,998		9,998	D
Option to Purchase Class C Capital Stock	$316.9399							(5)	04/04/2022	Class C Capital Stock	44,955		44,955	D
Option to Purchase Class C Capital Stock	$316.9399							(5)	04/04/2022	Class C Capital Stock	8,646		8,646	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. The Google Stock Units ("GSUs") entitle the Reporting Person to receive one share of Alphabet Inc. Class C Capital Stock for each share underlying the GSU as GSU vests. 100% of the grant will vest on April 25, 2018, subject to continued employment on such vesting date.

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

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

5. Option is fully vested.

Remarks:

All transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person.

	/s/ Valentina Margulis, Attorney-in-Fact for David C. Drummond	09/12/2017
	** 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).
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