S-8

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Alphabet Inc.

(Exact Name of Registrant as Specified in Its Charter) 

Delaware	61-1767919
(State of Incorporation)	(I.R.S. Employer Identification No.)

1600 Amphitheatre Parkway

Mountain View, CA 94043

(650) 253-0000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) 

Alphabet Inc. Amended and Restated 2021 Stock Plan

(Full Title of the Plan)

Sundar Pichai

Chief Executive Officer

Alphabet Inc.

1600 Amphitheatre Parkway

Mountain View, CA 94043

(650) 253-0000

(Name, address and telephone number, including area code, of agent for service) 

Copies to:

Jeffrey D. Karpf, Esq.	Kent Walker, Esq. Kathryn W. Hall, Esq.
Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, NY 10006	Alphabet Inc. 1600 Amphitheatre Parkway Mountain View, CA 94043 (650) 253-0000

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTION E OF

FORM S-8

EXPLANATORY NOTE

This Registration Statement is being filed by Alphabet Inc., a Delaware corporation (the “Registrant”), to register 80,000,000 additional shares of its Class C capital stock, par value $0.001 per share (the “Class C Capital Stock”) issuable to eligible employees, consultants, contractors, and directors of the Registrant and its affiliates under the Registrant’s Amended and Restated 2021 Stock Plan (the “Plan”). On June 2, 2021, the Registrant filed with the U.S. Securities and Exchange Commission (the “SEC”): (i) Post-Effective Amendment to Form S-8 Registration Statement (File No. 001-37580) and (ii) Form S-8 Registration Statement (File No. 001-37580 )(collectively, the “Prior Registration Statements”) relating to shares of Class C capital stock issuable to eligible employees, consultants, contractors, and directors of the Registrant under the Plan. The Prior Registration Statements are currently effective. The Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate and is submitted in accordance with General Instruction E of Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements relating to the Plan, including periodic reports that the Registrant filed after the Prior Registration Statements to maintain current information about the Registrant, are incorporated herein by reference and made part of the Registration Statement, except to the extent supplemented, superseded or modified by the specific information set forth below and/or the specific exhibits attached hereto.

PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit Number	Exhibit Description
3.1‡	Amended and Restated Certificate of Incorporation of Alphabet Inc., dated June 3, 2022 (incorporated by reference to Exhibit 3.01 filed with Registrant’s Current Report on Form 8-K (File No. 001-37580) filed with the SEC on June 3, 2022)
3.2‡	Amended and Restated Bylaws of Alphabet Inc. dated October 21, 2020 (incorporated by reference to Exhibit 3.02 filed with Registrant’s Current Report on Form 8-K/A (File No. 001-37580), as filed with the SEC on October 29, 2020)
4.1‡	Alphabet Inc. Amended and Restated 2021 Stock Plan (incorporated by reference to Exhibit 10.01 filed with Registrant’s Current Report on Form 8-K (File No. 001-37580) filed with the SEC on June 3, 2022)
4.2‡	Alphabet Inc. Amended and Restated 2021 Stock Plan - Form of Alphabet Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.01.1 to Quarterly Report on Form 10-Q (file No. 001-37580), as filed with the SEC on July 28, 2021)
4.3‡	Alphabet Inc. Amended and Restated 2021 Stock Plan - Form of Alphabet 2022 Non-CEO Performance Stock Unit Agreement (incorporated by reference to Exhibit 10.07.2 filed with the Registrant’s Annual Report on Form 10-K (File No. 001-37580), as filed with the SEC on February 2, 2022)
5.1*	Opinion of Cleary Gottlieb Steen & Hamilton LLP
23.1*	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
23.2*	Consent of Cleary Gottlieb Steen & Hamilton LLP (filed as part of Exhibit 5.1)
24.0*	Power of Attorney (included as part of the signature page of the Registration Statement)
107*	Filing Fee Table

* Filed herewith

‡ Incorporated herein by reference

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on July 26, 2022.

ALPHABET INC.
By:	/S/ SUNDAR PICHAI
	Sundar Pichai
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Sundar Pichai, Ruth M. Porat, Kent Walker, and Kathryn W. Hall, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (unless revoked in writing), to sign any and all amendments (including post-effective amendments thereto) to the Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting to such attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, the Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/S/ SUNDAR PICHAI	Chief Executive Officer and Director (Principal Executive Officer)	July 26, 2022
Sundar Pichai
/S/    RUTH M. PORAT	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	July 26, 2022
Ruth M. Porat
/S/    AMIE THUENER O'TOOLE	Vice President and Chief Accounting Officer (Principal Accounting Officer)	July 26, 2022
Amie Thuener O'Toole
	Co-Founder and Director
Larry Page
/S/    SERGEY BRIN	Co-Founder and Director	July 26, 2022
Sergey Brin
/S/    FRANCES H. ARNOLD	Director	July 26, 2022
Frances H. Arnold
/S/ R. MARTIN CHAVEZ	Director	July 26, 2022
R. Martin Chávez
/S/    L. JOHN DOERR	Director	July 26, 2022
L. John Doerr
/S/    ROGER W. FERGUSON, JR.	Director	July 26, 2022
Roger W. Ferguson, Jr.
/S/    JOHN L. HENNESSY	Chair of the Board and Director	July 26, 2022
John L. Hennessy
/S/    ANN MATHER	Director	July 26, 2022
Ann Mather
/S/    K. RAM SHRIRAM	Director	July 26, 2022
K. Ram Shriram
/S/    ROBIN L. WASHINGTON	Director	July 26, 2022
Robin L. Washington

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Alphabet Inc.

(Exact Name of Registrant as Specified in its Charter)

Table I: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity to be issued under the Alphabet Inc. Amended and Restated 2021 Stock Plan	Class C Capital Stock, par value $0.001 per share	Rule 457(c) and Rule 457(h)	80,000,000(1)	$108.80	$8,703,600,000 (2)	$92.70 per $1,000,000	$806,823.72
Total Offering Amounts					$8,703,600,000(2)		$806,823.72
Total Fee Offsets							$0
Net Fee Due							$806,823.72

(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also cover any additional shares of Class C Capital Stock of the Registrant as may become available for issuance pursuant to the Alphabet Inc. Amended and Restated 2021 Stock Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase in the number of the Registrant’s outstanding shares of Class C Capital Stock. The Amount Registered reflects a 20-for-one stock split that had a record date of July 1, 2022 and an effective date of July 15, 2022.

(2)Estimated in accordance with Rule 457(c) and Rule 457 (h) of the Securities Act based upon the average of the high and low prices of the Registrant’s Class C Capital Stock on July 25, 2022, as reported by NASDAQ, which was $108.80.

EX-5.1

Exhibit 5.01 Writer’s Direct Dial: +1 212 225 2864 E-Mail: jkarpf@cgsh.com July 26, 2022 Alphabet Inc. 1600 Amphitheatre Parkway Mountain View, CA 94043 Re: Alphabet Inc. Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to Alphabet Inc., a Delaware corporation (the “Company”), in connection with a registration statement on Form S-8 (the “Registration Statement”) to be filed today with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), for the registration of an additional 80,000,000 shares of the Company’s Class C capital stock, par value $0.001 per share (the “Shares”), to be issued by the Company pursuant to the Alphabet Inc. 2021 Stock Plan (the “Plan”). We have participated in the preparation of the Registration Statement and have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below. We have further received a letter dated July 25, 2022 from Kathryn W. Hall, Assistant Secretary of the Company, representing to us that the Company has available a sufficient number of shares authorized and available for issuance, together with shares authorized and issued but not outstanding, to deliver the Shares under the Plan, and are relying on such representation. In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have

not verified the accuracy as to factual matters of each document we have reviewed. Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that the Shares have been duly authorized by all necessary corporate action of the Company and, when issued in accordance with the terms of the Plan, at prices not less than the par value thereof, will be validly issued, fully paid and non-assessable. The foregoing opinion is limited to the General Corporation Law of the State of Delaware. We hereby consent to the use of our name in the prospectus constituting a part of the Registration Statement and in any prospectus supplements related thereto under the heading “Legal Matters” and to the use of this opinion as a part (Exhibit 5.01) of the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission thereunder. The opinion expressed herein is rendered on and as of the date hereof, and we assume no obligation to advise you, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinion expressed herein. Very truly yours, CLEARY GOTTLIEB STEEN & HAMILTON LLP By: Jeffrey D. Karpf, a Partner

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Alphabet Inc. Amended and Restated 2021 Stock Plan of our reports dated February 1, 2022, with respect to the consolidated financial statements of Alphabet Inc. and the effectiveness of internal control over financial reporting of Alphabet Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.

/S/ Ernst & Young LLP

San Jose, California

July 26, 2022