| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Alphabet Inc. [ GOOGL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/25/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/25/2024 | C(1) | 16,822 | A | $0 | 1,449,285 | D | |||
| Class C Google Stock Units(2) | 12/25/2024 | C(1) | 5,118 | D | $0 | 5,217 | D | |||
| Class C Google Stock Units(2) | 12/25/2024 | F(3) | 5,217 | D | $197.57 | 0 | D | |||
| Class C Google Stock Units(4) | 12/25/2024 | C(1) | 7,008 | D | $0 | 63,753 | D | |||
| Class C Google Stock Units(4) | 12/25/2024 | F(3) | 7,144 | D | $197.57 | 56,609 | D | |||
| Class C Google Stock Units(5) | 12/25/2024 | C(1) | 4,695 | D | $0 | 80,644 | D | |||
| Class C Google Stock Units(5) | 12/25/2024 | F(3) | 4,787 | D | $197.57 | 75,858 | D | |||
| Class C Capital Stock | 120,000 | I | The RAPP 2024 Irrevocable Trust(6) | |||||||
| Class C Capital Stock | 200,000 | I | The RAPP 2024 Grantor Retained Annuity Trust(7) | |||||||
| Class C Capital Stock | 175,000 | I | The RAPP 2024 Grantor Retained Annuity Trust II(8) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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. Vesting of Google Stock Units ("GSUs") grant of which was previously reported in Form 4. |
| 2. Class C Google Stock Units (GSUs) entitle the Reporting Person to receive one share of Alphabet Inc. Class C capital stock for each share underlying the GSUs as each GSUs vests. 1/12th of the GSUs vested on March 25, 2022 and an additional 1/12th of the GSUs will vest quarterly thereafter until the GSUs are fully vested, subject to continued employment on the applicable vesting dates. |
| 3. Shares withheld to satisfy tax obligations arising out of vesting of GSUs. |
| 4. 1/6th of the GSUs vested on June 25, 2023 and an additional 1/12th of the GSUs will vest quarterly thereafter until the GSUs are fully vested, subject to continuing employment on the applicable vesting dates. |
| 5. 1/6th of the GSUs will vest on June 25, 2024; 1/12th of the GSUs will vest on September 25, 2024, and an additional 1/12th of the GSUs will vest quarterly thereafter on the 25th day of the month until the GSUs are fully vested, subject to continued employment on the applicable vesting dates. |
| 6. The Reporting Person is the settlor, and the Reporting Person's spouse is a trustee of the RAPP 2024 Irrevocable Trust. |
| 7. The Reporting Person is the grantor and sole annuitant, and the Reporting Person's spouse is the sole trustee of the RAPP 2024 Grantor Retained Annuity Trust. |
| 8. The Reporting Person is the grantor and sole annuitant, and the Reporting Person's spouse is the sole trustee of the RAPP 2024 Grantor Retained Annuity Trust II. |
| /s/ Valentina Margulis, as Attorney-in-Fact for Ruth M. Porat | 12/27/2024 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
