Alphabet (GOOG) 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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 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, Corporate Development

3. Date of Earliest Transaction (Month/Day/Year)
12/27/2016

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 A Common Stock	12/27/2016		C		84	A	$0	8,832	D
Class A Common Stock	12/27/2016		G	V	8,832	D	$0	0	D
Class C Capital Stock	12/27/2016		G	V	12,532	D	$0	8,800	D
Class A Common Stock								2,090	I	By Spouse
Class C Capital Stock								2,095	I	By Spouse
Class C Google Stock Unit(1)								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	12/27/2016		C			84	(2)	(3)	Class A Common Stock	84	$0	21,248	D
Option to Purchase Class C Capital Stock	$316.9399							04/25/2016	04/04/2022	Class C Capital Stock	44,955		44,955	D
Option to Purchase Class C Capital Stock	$316.9339							04/25/2015	04/04/2022	Class C Capital Stock	8,646		8,646	D
Option to Purchase Class C Capital Stock	$281.6107							(4)	12/01/2020	Class C Capital Stock	9,998		9,998	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	$159.1411							(6)	03/04/2019	Class C Capital Stock	34,138		34,138	D
Option To Purchase Class A Common Stock	$318.2102							04/25/2016	04/04/2022	Class A Common Stock	44,955		44,955	D
Option To Purchase Class A Common Stock	$318.2102							04/25/2015	04/04/2022	Class A Common Stock	8,646		8,646	D
Option To Purchase Class A Common Stock	$159.779							(7)	03/04/2019	Class A Common Stock	34,138		34,138	D
Option To Purchase Class A Common Stock	$282.7394							(8)	12/01/2020	Class A Common Stock	9,998		9,998	D
Option To Purchase Class A Common Stock	$287.6642							(5)	04/06/2021	Class A Common Stock	29,288		29,288	D

Explanation of Responses:

1. 100% of the grant will vest on April 25, 2018, subject to continued employment on such vesting date.

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

3. There is no expiration date for Alphabet Inc.'s Class B Common Stock.

4. The option vests as follows: 1/4th of the option vested on the one-year grant date anniversary and 1/48th of the grant vest each month thereafter, subject to the Reporting Person's continued employment on the applicable vesting dates.

5. The option is fully vested.

6. The option vests as follows: 1/4th of the option vested on the one-year grant date anniversary and 1/48th of the grant vest each month thereafter, subject to the Reporting Person's continued employment on the applicable vesting dates.

7. The option vests as follows: 1/4th of the option vested on the one-year grant date anniversary and 1/48th of the grant vest each month thereafter, subject to the Reporting Person's continued employment on the applicable vesting dates.

8. The option vests as follows: 1/4th of the option vested on the one-year grant date anniversary and 1/48th of the grant vest each month thereafter, subject to the Reporting Person's continued employment on the applicable vesting dates.

	/s/ Valentina Margulis, attorney-in-fact for David C. Drummond	12/28/2016
	** 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.
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.