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 GOOGLE 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/03/2016
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 Capital Stock (1) 08/03/2015 G V 145 D $0 206 D
Class C Capital Stock (1) 08/03/2015 G V 145 A $0 1,763 I By Trust
Class A Common Stock (2) 08/03/2015 G V 104 D $0 139 D
Class A Common Stock (2) 08/03/2015 G V 104 A $0 5,325 I By Trust
Class A Common Stock (2) 12/11/2015 G V 118 D $0 104 D
Class A Common Stock (2) 12/11/2015 G V 118 A $0 5,443 I By Trust
Class C Capital Stock (1) 12/11/2015 G V 255 D $0 144 D
Class C Capital Stock (1) 12/11/2015 G V 255 A $0 2,018 I By Trust
Class C Capital Stock (1) 02/03/2016 S 200 D $759.675 1,818 I By Trust
Class C Capital Stock (1) 02/03/2016 S 300 D $749.6167 1,518 I By Trust
Class C Capital Stock (1) 02/03/2016 S 300 D $749.7 1,218 I By Trust
Class C Google Stock Unit (3) 141 D
Class C Google Stock Unit (4) 376 D
Class C Google Stock Unit (5) 63 D
Class C Google Stock Unit (6) 575 D
Class A Google Stock Unit (7) 141 D
Class A Google Stock Unit (5) 63 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. Includes 592 shares of Class C Capital Stock issued upon vesting of Class C Google Stock Units (GSUs) in 2015, the grant of which was previously reported on Form 4s.
2. Includes 347 shares of Class A Common Stock issued upon vesting of Class A Google Stock Units (GSUs) in 2015, the grant of which was previously reported on Form 4s.
3. 1/48th of the grant will vest on July 25, 2013 and an additional 1/48th will vest monthly on the 25th day of the month thereafter, subject to continued service on the Board on such vesting dates.
4. 1/48th of the grant will vest on June 25, 2014 and an additional 1/48th will vest on the 25th day of each month thereafter, subject to continued service on the Board on the applicable vesting dates.
5. 1/48th of the grant vested on July 25, 2012 and an additional 1/48th will vest monthly on the 25th day of each month thereafter, subject to continued service on such dates.
6. 1/48th of the grant will vest on July 25, 2015 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.
7. 1/48th of the grant will vest on July 25, 2013 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:
All sale transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person.
/s/ Valentina Margulis, as attorney-in-fact for John L. Hennessy 02/05/2016
** 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).
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