Statement of Changes in Beneficial Ownership (4)
18 Mai 2023 - 06:05PM
Edgar (US Regulatory)
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FORM 4
☐ Check this
box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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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| 1. Name
and Address of Reporting Person * Shriram Kavitark
Ram |
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)
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|
(Last)
(First)
(Middle)
C/O ALPHABET INC.,, 1600 AMPHITHEATRE PKWY |
3. Date of Earliest Transaction (MM/DD/YYYY)
5/16/2023
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(Street)
MOUNTAIN VIEW, CA 94043 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
☐ 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. |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
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1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 A Common Stock |
5/16/2023 |
|
S |
|
75000 |
D |
$120.0066 (1) |
32240 |
D |
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Class A Common Stock |
5/16/2023 |
|
S |
|
75000 |
D |
$120.0062 (2) |
10820 |
I |
By spouse |
|
Class A Common Stock |
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|
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337680 |
I |
By Limited Partnership |
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Class A Common Stock |
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|
|
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|
734324 |
I |
Ram Shriram TR UA 09/10/2021 2021 RS Irrevocable
Trust |
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Class A Common Stock |
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|
|
|
|
|
|
734324 |
I |
Vijay Shriram TR UA 09/10/2021 2021 VS
Irrevocable Trust |
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Class A Common Stock |
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|
|
|
|
|
|
265676 |
I |
2022 RS Irrevocable Trust UAD
10/28/2022 |
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Class A Common Stock |
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|
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|
|
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265676 |
I |
2022 VS Irrevocable Trust UAD
10/28/2022 |
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Class C Capital Stock |
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265676 |
I |
2022 RS Irrevocable Trust UAD
10/28/2022 |
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Class C Capital Stock |
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265676 |
I |
2022 VS Irrevocable Trust UAD
10/28/2022 |
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Class C Capital Stock |
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734324 |
I |
Vijay Shriram TR UA 09/10/2021 2021 VS
Irrevocable Trust |
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Class C Capital Stock |
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|
|
|
|
|
|
734324 |
I |
Ram Shriram TR UA 09/10/2021 2021 RS Irrevocable
Trust |
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Class C Capital Stock |
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|
|
|
|
338600 |
I |
By Limited Partnership |
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Class C Capital Stock |
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|
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264280 |
I |
By Spouse |
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Class C Capital Stock |
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345800 |
D |
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Class C Google Stock Units (3) |
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280 |
D |
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Class C Google Stock Units (4) |
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1440 |
D |
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Class C Google Stock Units (5) |
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1520 |
D |
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Class C Google Stock Units (6) |
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2480 |
D |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 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 |
| Explanation of
Responses: |
| (1) |
The price reported in Column
4 is a weighted average price. The shares were sold in multiple
transactions at prices ranging from $120.00 to $120.12, 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 this range. |
| (2) |
The price reported in Column
4 is a weighted average price. The shares were sold in multiple
transactions at prices ranging from $120.00 to $120.11,
inclusive. |
| (3) |
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 will vest on July 25, 2019 and
an additional 1/48th of GSUs will vest monthly thereafter, subject
to continued service on the Board on the applicable vesting
dates. |
| (4) |
1/48th of GSU grant will
vest 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. |
| (5) |
1/48th of GSU grant will
vest on July 25, 2021 and an additional 1/48th of GSUs will vest
monthly thereafter, subject to continued service on the Board on
the applicable vesting dates. |
| (6) |
1/48th of GSU grant will
vest on July 25, 2022 and an additional 1/48th of GSUs will vest
monthly thereafter, subject to continued service on the Board on
the applicable vesting dates. |
Remarks:
All 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. |
Reporting
Owners
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|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Shriram Kavitark Ram
C/O ALPHABET INC.,
1600 AMPHITHEATRE PKWY
MOUNTAIN VIEW, CA 94043 |
X |
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Signatures
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/s/ Valentina Margulis, as Attorney-in-Fact for
K. Ram Shriram |
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5/18/2023 |
| **Signature of Reporting
Person |
Date |
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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). |
| Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
|
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. |
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