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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Shriram Kavitark Ram

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2023

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	10/13/2023		G⁽¹⁾		174,000	D	$0.00	516,564	I	Ram Shriram TR UA 09/10/2021 2021 RS Irrevocable Trust
Class A Common Stock	10/13/2023		G⁽¹⁾		174,000	A	$0.00	179,364	D
Class A Common Stock	11/07/2023		S		51,605	D	$131.3313⁽²⁾	127,759	D
Class A Common Stock	11/07/2023		S		23,395	D	$130.5494⁽³⁾	104,364	D
Class A Common Stock	10/13/2023		G⁽⁴⁾		155,100	D	$0.00	515,044	I	Vijay Shriram TR UA 09/10/2021 2021 VS Irrevocable Trust
Class A Common Stock	10/13/2023		G⁽⁴⁾		155,100	A	$0.00	160,338	I	By spouse
Class A Common Stock	11/07/2023		S		24,227	D	$130.5619⁽⁵⁾	136,111	I	By spouse
Class A Common Stock	11/07/2023		S		50,773	D	$131.3388⁽⁶⁾	85,338	I	By spouse
Class C Capital Stock	10/13/2023		G⁽¹⁾		217,760	D	$0.00	516,564	I	Ram Shriram TR UA 09/10/2021 2021 RS Irrevocable Trust
Class C Capital Stock	10/13/2023		G⁽¹⁾		217,760	A	$0.00	565,117	D
Class C Capital Stock	10/13/2023		G⁽⁴⁾		219,280	D	$0.00	515,044	I	Vijay Shriram TR UA 09/10/2021 2021 VS Irrevocable Trust
Class C Capital Stock	10/13/2023		G⁽⁴⁾		219,280	A	$0.00	483,560	I	By Spouse
Class A Common Stock								337,680	I	By Limited Partnership
Class A Common Stock								265,676	I	2022 RS Irrevocable Trust UAD 10/28/2022⁽⁷⁾
Class A Common Stock								265,676	I	2022 VS Irrevocable Trust UAD 10/28/2022⁽⁸⁾
Class C Capital Stock								265,676	I	2022 RS Irrevocable Trust UAD 10/28/2022⁽⁷⁾
Class C Capital Stock								265,676	I	2022 VS Irrevocable Trust UAD 10/28/2022⁽⁸⁾
Class C Google Stock Units⁽⁹⁾								820	D
Class C Google Stock Units⁽¹⁰⁾								1,180	D
Class C Google Stock Units⁽¹¹⁾								2,080	D
Class C Google Stock Units⁽¹²⁾								2,605	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)

Explanation of Responses:

1. Reflects an annuity payment on October 13, 2023 of 174,000 shares of Class A Common stock and 217,760 shares of Class C Capital stock from the 2021 RS Irrevocable Trust UAD 9/10/2021 (2021 GRAT) to the Reporting Person. The Reporting Person is both trustee and sole annuitant of the 2021 GRAT and believes such annuity payment qualifies as a mere change in form of beneficial ownership of the shares, exempt from Section 16(a) and Section 16(b) pursuant to Rule 16a-13 under the Securities Exchange Act of 1934 (Exchange Act).

2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $130.93 to $131.92, 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 (2), (3), (5), and (6) to this Form 4.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $129.93 to $130.92, inclusive.

4. Reflects an annuity payment on October 13, 2023 of 155,100 shares of Class A Common stock and 219,280 shares of Class C Capital stock from the 2021 VS Irrevocable Trust UAD 9/10/2021 (2021 VS GRAT) to the Reporting Person's spouse. The Reporting Person's spouse is both trustee and sole annuitant of the 2021 VS GRAT. The Reporting Person believes such annuity payment qualifies as a mere change in form of beneficial ownership of the shares, exempt from Section 16(a) and Section 16(b) pursuant to Rule 16a-13 under the Exchange Act.

5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $129.94 to $130.92, inclusive.

6. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $130.94 to $131.93, inclusive.

7. The Reporting Person is trustee and beneficiary of the 2022 RS Irrevocable Trust UAD 10/28

8. The Reporting Person's spouse is trustee and beneficiary of the 2022 VS Irrevocable Trust UAD 10/28/2022.

9. 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 vested on July 25, 2020 and an additional 1/48th of GSUs will vest monthly thereafter, subject to continued service on the Board on the applicable vesting dates.

10. 1/48th of GSU grant vested on July 25, 2021 and an additional 1/48th of GSUs will monthly thereafter, subject to continued service on the Board on the applicable vesting dates.

11. 1/48th of GSU grant vested on July 25, 2022 and an additional 1/48th of GSUs will monthly thereafter, subject to continued service on the Board on the applicable vesting dates.

12. 1/48th of GSU grant vested on July 25, 2023 and an additional 1/48th of GSUs will monthly 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 Rule 10b5-1 Trading Plans adopted by the Reporting Person and the Reporting Person's spouse on November 30, 2022.

	/s/ Valentina Margulis, as Attorney-in-Fact for K. Ram Shriram	11/09/2023
	** 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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