Alphabet Inc.

12/27/2024 | Press release | Distributed by Public on 12/27/2024 18:30

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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Porat Ruth
2. Issuer Name and Ticker or Trading Symbol
Alphabet Inc. [GOOGL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, Chief Invs. Officer
(Last) (First) (Middle)
C/O ALPHABET INC., 1600 AMPHITHEATRE PKWY 		3. Date of Earliest Transaction (Month/Day/Year)
12/25/2024
(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 12/25/2024 C(1) 16,822 A $ 0 1,449,285 D
Class C Google Stock Units(2) 12/25/2024 C(1) 5,118 D $ 0 5,217 D
Class C Google Stock Units(2) 12/25/2024 F(3) 5,217 D $197.57 0 D
Class C Google Stock Units(4) 12/25/2024 C(1) 7,008 D $ 0 63,753 D
Class C Google Stock Units(4) 12/25/2024 F(3) 7,144 D $197.57 56,609 D
Class C Google Stock Units(5) 12/25/2024 C(1) 4,695 D $ 0 80,644 D
Class C Google Stock Units(5) 12/25/2024 F(3) 4,787 D $197.57 75,858 D
Class C Capital Stock 120,000 I The RAPP 2024 Irrevocable Trust(6)
Class C Capital Stock 200,000 I The RAPP 2024 Grantor Retained Annuity Trust(7)
Class C Capital Stock 175,000 I The RAPP 2024 Grantor Retained Annuity Trust II(8)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Porat Ruth
C/O ALPHABET INC.
1600 AMPHITHEATRE PKWY
MOUNTAIN VIEW, CA 94043 		President, Chief Invs. Officer

Signatures

/s/ Valentina Margulis, as Attorney-in-Fact for Ruth M. Porat 12/27/2024
**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) Vesting of Google Stock Units ("GSUs") grant of which was previously reported in Form 4.
(2) Class C Google Stock Units (GSUs) entitle the Reporting Person to receive one share of Alphabet Inc. Class C capital stock for each share underlying the GSUs as each GSUs vests. 1/12th of the GSUs vested on March 25, 2022 and an additional 1/12th of the GSUs will vest quarterly thereafter until the GSUs are fully vested, subject to continued employment on the applicable vesting dates.
(3) Shares withheld to satisfy tax obligations arising out of vesting of GSUs.
(4) 1/6th of the GSUs vested on June 25, 2023 and an additional 1/12th of the GSUs will vest quarterly thereafter until the GSUs are fully vested, subject to continuing employment on the applicable vesting dates.
(5) 1/6th of the GSUs will vest on June 25, 2024; 1/12th of the GSUs will vest on September 25, 2024, and an additional 1/12th of the GSUs will vest quarterly thereafter on the 25th day of the month until the GSUs are fully vested, subject to continued employment on the applicable vesting dates.
(6) The Reporting Person is the settlor, and the Reporting Person's spouse is a trustee of the RAPP 2024 Irrevocable Trust.
(7) The Reporting Person is the grantor and sole annuitant, and the Reporting Person's spouse is the sole trustee of the RAPP 2024 Grantor Retained Annuity Trust.
(8) The Reporting Person is the grantor and sole annuitant, and the Reporting Person's spouse is the sole trustee of the RAPP 2024 Grantor Retained Annuity Trust II.
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.