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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Alphabet Inc. [ GOOG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/06/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 Restricted Stock Unit(1) | 10/06/2015 | C(2) | 145 | D | $0 | 771 | D | |||
Class C Capital Stock | 10/06/2015 | C(2) | 145 | A | $0 | 18,729 | D | |||
Class C Restricted Stock Unit(1) | 10/06/2015 | F(3) | 160 | D | $641.47 | 611 | D | |||
Class A Restricted Stock Unit(4) | 10/06/2015 | C(2) | 145 | D | $0 | 771 | D | |||
Class A Common Stock | 10/06/2015 | C(2) | 145 | A | $0 | 145 | D | |||
Class A Restricted Stock Unit(4) | 10/06/2015 | F(3) | 160 | D | $671.68 | 611 | D | |||
Class C Restricted Stock Unit(5) | 22,478 | D | ||||||||
Class C Restricted Stock Unit(6) | 70,788 | D | ||||||||
Class C Capital Stock | 2,095 | I | By Spouse | |||||||
Class A Restricted Stock Unit(5) | 22,478 | D | ||||||||
Class A Common Stock | 2,090 | I | By Spouse |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | (7) | (8) | Class A Common Stock | 21,332 | 21,332 | 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 | $153.9765 | (9) | 03/01/2017 | Class C Capital Stock | 25,000 | 25,000 | D | ||||||||
Option to Purchase Class C Capital Stock | $281.6107 | (10) | 12/01/2020 | Class C Capital Stock | 9,998 | 9,998 | D | ||||||||
Option to Purchase Class C Capital Stock | $286.5159 | (11) | 04/06/2021 | Class C Capital Stock | 29,288 | 29,288 | D | ||||||||
Option to Purchase Class C Capital Stock | $159.1411 | (12) | 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 | (13) | 03/04/2019 | Class A Common Stock | 34,138 | 34,138 | D | ||||||||
Option To Purchase Class A Common Stock | $282.7394 | (14) | 12/01/2020 | Class A Common Stock | 9,998 | 9,998 | D | ||||||||
Option To Purchase Class A Common Stock | $287.6642 | (15) | 04/06/2021 | Class A Common Stock | 29,288 | 29,288 | D | ||||||||
Option To Purchase Class A Common Stock | $154.5936 | (9) | 03/01/2017 | Class A Common Stock | 25,000 | 25,000 | D |
Explanation of Responses: |
1. The Class C Restricted Stock Units ("Class C RSUs") entitle the Reporting Person to receive one share of Alphabet Inc.'s Class C Common Stock for each share underlying the Class C RSU as the Class C RSU vests. This grant vests as follows: 1/48th of the grant vested on the vesting start date (1/6/2012) and 1/48th of the grant vests each month thereafter, subject to the Reporting Person's continued employment on the applicable vesting dates. |
2. Vesting of RSUs grant of which was previously reported in Form 4. |
3. Shares withheld to satisfy tax obligations arising out of vesting of RSUs. |
4. The Class A Restricted Stock Units ("RSUs") entitle the Reporting Person to receive one share of Alphabet Inc.'s Class A Common Stock for each share underlying the RSU as the RSU vests.The RSUs vest as follows: 1/48th of the RSUs shall vest on the vesting start date (1/6/2012) and 1/48th each month thereafter, subject to the Reporting Person's continued employment on the applicable vesting dates. |
5. 100% of the grant will vest on April 25, 2016, subject to continued employment on such vesting date. |
6. 100% of the grant will vest on April 25, 2018, subject to continued employment on such vesting date. |
7. All shares are exercisable as of the transaction date. |
8. There is no expiration date for Alphabet Inc.'s Class B Common Stock. |
9. The option is fully vested. |
10. 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. |
11. The option provided for vesting as follows: 1/48th of the option shall vest on the vesting start date (1/6/12) and 1/48th each month thereafter, subject to the Reporting Person's continued employment on the applicable vesting dates. |
12. 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. |
13. 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. |
14. 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. |
15. The option provided for vesting as follows: 1/48th of the option shall vest on the vesting start date (1/6/12) and 1/48th each month thereafter, subject to the Reporting Person's continued employment on the applicable vesting dates. |
Remarks: |
As of October 2, 2015, Alphabet Inc. became the successor issuer to, and parent holding company of, Google Inc. pursuant to a holding company reorganization in which all of Google Inc.'s outstanding shares were automatically converted into equivalent corresponding shares of Alphabet Inc. |
/s/ Valentina Margulis, attorney-in-fact for David C. Drummond | 10/08/2015 | |
** 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. |