Alphabet (GOOG) Form 4 Alphabet / JOHN L HENNESSY 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^*

HENNESSY JOHN L

(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)
06/12/2024

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 Capital Stock	06/12/2024		S		32	D	$177.97	4,359	I	By Trust
Class C Capital Stock	06/12/2024		S		424	D	$178.514(1)	3,935	I	By Trust
Class C Capital Stock	06/12/2024		S		155	D	$179.3624(2)	3,780	I	By Trust
Class C Capital Stock	06/12/2024		S		53	D	$180.6577(3)	3,727	I	By Trust
Class A Common Stock	06/12/2024		S		519	D	$176.7331(4)	32,641	I	By Trust
Class A Common Stock	06/12/2024		S		176	D	$177.3757(5)	32,465	I	By Trust
Class A Common Stock	06/12/2024		S		130	D	$178.5393(6)	32,335	I	By Trust
Class A Common Stock	06/12/2024		S		11	D	$179.19	32,324	I	By Trust
Class C Capital Stock								1,618	D
Class C Google Stock Units(7)								160	D
Class C Google Stock Units(8)								1,100	D
Class C Google Stock Units(9)								2,320	D
Class C Google Stock Units(10)								3,129	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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.08 to $178.93, inclusive. The Reporting Person undertakes to provide to any security holder of Alphabet Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) through (6) to this Form 4.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.10 to $179.95, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.62 to $180.70, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.22 to $176.99, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.00 to $177.89, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.16 to $178.95, inclusive.

7. The Class C Google Stock Units (GSU) entitle the Reporting Person to receive one share of Alphabet Inc. Class C Capital Stock for each share underlying the GSU as GSU vest. 1/48th of GSU grant will vest on July 25, 2020 and an additional 1/48th will vest monthly on the 25th day of each month thereafter, subject to continued service on the Board on the applicable vesting dates.

8. 1/48th of GSU grant vested on July 25, 2021 and an additional 1/48th will vest monthly on the 25th day of each month thereafter, subject to continued service on the Board on the applicable vesting dates.

9. 1/48th of GSU grant vested on July 25, 2022 and an additional 1/48th will vest monthly on the 25th day of each month thereafter, subject to continued service on the Board on the applicable vesting dates.

10. 1/48th of GSU grant vested on July 25, 2023 and an additional 1/48th will vest monthly on the 25th day of each month thereafter, subject to continued service on the Board on the applicable vesting dates.

Remarks:

Transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the John L. Hennessy and Andrea J. Hennessy Revocable Trust UAD 10/22/93 on November 1, 2023.

	/s/ Valentina Margulis, as Attorney-in-Fact for John L. Hennessy	06/12/2024
	** Signature of Reporting Person	Date
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