Ferguson Roger W. Jr. Form 4 Alphabet / Roger W. Jr. Ferguson 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^*

Ferguson Roger W. Jr.

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2024

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 Units(1)	06/17/2024		A		1(2)	A	$0.00	761(3)	D
Class C Google Stock Units(4)	06/17/2024		A		2(5)	A	$0.00	1,642(6)	D
Class C Google Stock Units(7)	06/17/2024		A		2(5)	A	$0.00	2,192(8)	D
Class C Capital Stock								4,291	D
Class C Capital Stock								53,300	I	By Roger W Ferguson Jr 2016 Revocable Trust
Class C Google Stock Units(9)								120	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. 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. 1/48th of GSUs vested on July 25, 2021 and an additional 1/48th of GSUs will vest monthly thereafter until the GSUs are fully vested, subject to continued service on such vesting dates.

2. Represents the dividend equivalent unit (DEU) that accrued on the Reporting Person's GSUs held as of June 10, 2024, in connection with the cash dividend that was declared by Alphabet Inc. and distributed on June 17, 2024. This DEU will vest on the same schedule as the GSUs on which the DEU accrued. Each DEU entitles the Reporting Person to receive one share of Alphabet Inc. Class C capital stock for each share underlying the DEU as each DEU vests.

3. Consists of 1 DEU and 760 GSUs. Each of the DEUs and each of the GSUs entitles the Reporting Person to receive one share of Alphabet Inc. Class C capital stock for each share underlying the GSU or DEU (as applicable) as each GSU or DEU (as applicable) vests.

4. 1/48th of GSUs vested on July 25, 2022 and an additional 1/48th of GSUs will vest monthly thereafter until the GSUs are fully vested, subject to continued service on such vesting dates.

5. Represents the dividend equivalent units (DEUs) that accrued on the Reporting Person's GSUs held as of June 10, 2024, in connection with the cash dividend that was declared by Alphabet Inc. and distributed on June 17, 2024. These DEUs will vest on the same schedule as the GSUs on which the DEUs accrued. Each DEU entitles the Reporting Person to receive one share of Alphabet Inc. Class C capital stock for each share underlying the DEU as each DEU vests.

6. Consists of 2 DEUs and 1,640 GSUs. Each of the DEUs and each of the GSUs entitles the Reporting Person to receive one share of Alphabet Inc. Class C capital stock for each share underlying the GSU or DEU (as applicable) as each GSU or DEU (as applicable) vests.

7. 1/48th of GSUs vested on July 25, 2023 and an additional 1/48th of GSUs will vest monthly thereafter until the GSUs are fully vested, subject to continued service on such vesting dates.

8. Consists of 2 DEUs and 2,190 GSUs. Each of the DEUs and each of the GSUs entitles the Reporting Person to receive one share of Alphabet Inc. Class C capital stock for each share underlying the GSU or DEU (as applicable) as each GSU or DEU (as applicable) vests.

9. 1/48th of GSUs vested on July 25, 2020 and an additional 1/48th of GSUs will vest monthly thereafter until the GSUs are fully vested, subject to continued service on such vesting dates.

Remarks:

	/s/ Valentina Margulis, as Attorney-in-Fact for Roger W. Ferguson Jr.	06/18/2024
	** 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).
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