Porat Ruth Form 4 Alphabet / Ruth Porat 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^*

Porat Ruth

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2016

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 C Google Stock Unit(1)	03/28/2016		C(2)		1,575	D	$0	51,129	D
Class C Capital Stock	03/28/2016		C(2)		1,575	A	$0	9,017	D
Class C Google Stock Unit(1)	03/28/2016		F(3)		1,719	D	$735.3	49,410	D
Class C Google Stock Unit(4)	03/28/2016		C(2)		2,416	D	$0	34,678	D
Class C Capital Stock	03/28/2016		C(2)		2,416	A	$0	11,433	D
Class C Google Stock Unit(4)	03/28/2016		F(3)		2,221	D	$735.3	32,457	D
Class A Common Stock								3,000	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

Explanation of Responses:

1. 1/16th of GSUs will vest on March 25, 2016 and an additional 1/16th will vest quarterly on the 25th day of the month until the GSUs are fully vested, subject to continued employment on such vesting dates.

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

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

4. 1/5th of Google Stock Units ("GSUs") vested on December 25, 2015 after which an additional 1/10th will vest quarterly on the 25th day of the month until the GSUs are fully vested, subject to continued employment on such vesting dates.

	/s/Valentina Margulis, Attorney-in-Fact for Ruth Porat	03/29/2016
	** 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.
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