Alphabet Inc.

01/24/2025 | Press release | Distributed by Public on 01/24/2025 20:20

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Pichai Sundar
2. Issuer Name and Ticker or Trading Symbol
Alphabet Inc. [GOOGL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O ALPHABET INC., 1600 AMPHITHEATRE PKWY 		3. Date of Earliest Transaction (Month/Day/Year)
01/23/2025
(Street)
MOUNTAIN VIEW, CA 94043 		4. If Amendment, Date 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
(City) (State) (Zip)
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 01/23/2025 A(1) 1,343,392 A $ 0 3,387,756 D
Class C Capital Stock 01/23/2025 F(2) 674,712 D $200.03 2,713,044 D
Class A Common Stock 227,560 D
Class C Google Stock Units(3) 298,533 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pichai Sundar
C/O ALPHABET INC.
1600 AMPHITHEATRE PKWY
MOUNTAIN VIEW, CA 94043 		X Chief Executive Officer

Signatures

/s/ Valentina Margulis, as Attorney-in-Fact for Sundar Pichai 01/24/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The shares were acquired upon the certification by the Leadership Development, Inclusion and Compensation Committee of the Board of Directors for the satisfaction of performance criteria underlying an award of performance stock units (PSUs) granted to the Reporting Person on December 19, 2022 under the terms of Alphabet's Amended and Restated 2021 Stock Plan and applicable PSU award agreement. Mr. Pichai's Tranche A award provided that if Alphabet's total shareholder return relative to S&P 100 companies (TSR ) performance is between the 55th percentile (for 100% target payout) and 75th percentile (for the maximum 200% target payout) for the two-year performance period ended December 31, 2024, the PSU payout will be determined by linear interpolation. Alphabet's TSR for the two-year performance period was 85.91%, which ranked Alphabet's TSR at the 83.84th percentile, resulting in a payout of 200% or 1,343,392 shares, including share-settled dividends.
(2) Shares withheld to statisfy tax obligations arising out of vesting of the Reporting Person's PSUs.
(3) Class C GSUs entitle the Reporting Person to receive one share of Alphabet Inc. Class C capital stock for each share underlying the GSU as GSU vests. 1/12th of the GSU vested on March 25, 2023 and an additional 1/12th of the GSU will vest quarterly thereafter until the GSUs are fully vested, subject to continuing employment on the applicable vesting dates.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.