Alphabet Inc.

12/27/2024 | Press release | Distributed by Public on 12/27/2024 19:01

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 *
O'Toole Amie Thuener
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)
VP, Chief Accounting 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) 1,368 A $ 0 22,049 D
Class C Google Stock Units(2) 12/25/2024 C(1) 1,368 D $ 0 6,924 D
Class C Google Stock Units(2) 12/25/2024 F(3) 1,395 D $197.57 5,529 D
Class C Google Stock Units(4) 24,376 D
Class A Common Stock 8,940 D
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
O'Toole Amie Thuener
C/O ALPHABET INC.
1600 AMPHITHEATRE PKWY
MOUNTAIN VIEW, CA 94043 		VP, Chief Accounting Officer

Signatures

/s/ Valentina Margulis, as Attorney-in-Fact for Amie Thuener O'Toole 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 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. 1/14th of the grant vests on the 25th day of each month 10 months after the grant date and an additional 1/14th will vest monthly on the 25th day of each month thereafter, subject to continued employment on each vesting date.
(3) Shares withheld to satisfy tax obligations arising out of vesting of GSUs.
(4) 1/18th of the grant will vest on the 25th day of the month starting on March 25, 2025; 1/36th of the grant will vest on the 25th day of each month starting on March 25, 2026; and 1/36th of the grant will vest on March 1, 2027, subject to continued employment on each vesting date.
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.