SEC FORM 4

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^*

Pichai Sundar

(Last)

(First)

(Middle)

C/O ALPHABET INC.

1600 AMPHITHEATRE PKWY

(Street)

MOUNTAIN VIEW

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)
	CEO, Google Inc.

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/07/2016		S		375	D	$779.95	2,938	D
Class C Capital Stock	12/07/2016		S		3,625	D	$761	39,757	D
Class A Google Stock Unit⁽¹⁾								36,636	D
Class C Google Stock Unit⁽²⁾								222,079	D
Class C Google Stock Unit⁽¹⁾								36,636	D
Class C Google Stock Unit⁽³⁾								44,243	D
Class C Google Stock Unit⁽⁴⁾								353,939	D
Class C Google Stock Unit⁽⁵⁾								24,903	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option To Purchase Class A Common Stock	$318.2102							⁽⁶⁾	04/04/2022	Class A Common Stock	8,646		8,646	D
Option To Purchase Class A Common Stock	$218.5563							⁽⁶⁾	07/29/2019	Class A Common Stock	2,436		2,436	D
Option To Purchase Class A Common Stock	$253.6664							⁽⁶⁾	08/04/2020	Class A Common Stock	1,459		1,459	D
Option to Purchase Class C Capital Stock	$316.9399							⁽⁶⁾	04/04/2022	Class C Capital Stock	8,646		8,646	D
Option to Purchase Class C Capital Stock	$217.6838							⁽⁶⁾	07/29/2019	Class C Capital Stock	2,436		2,436	D
Option to Purchase Class C Capital Stock	$252.6537							⁽⁶⁾	08/04/2020	Class C Capital Stock	1,459		1,459	D

Explanation of Responses:

1. The GSUs vest at a rate of 1/72 per month, subject to continued employment on the applicable vesting dates.

2. 1/16th of GSUs vested 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.

3. 50% of the grant vested on April 25, 2016 and 50% of the grant will vest on April 25, 2017, subject to continued employment on such date.

4. 100% of the grant will vest on April 25, 2018, subject to continued employment on such date.

5. The GSUs vest at a rate of 1/8th per quarter, subject to continued employment on the applicable vesting dates.

6. Option is fully vested.

Remarks:

All transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person.

	/s/ Valentina Margulis, Attorney-in-fact for Sundar Pichai	12/07/2016
	** 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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