Sec Form 4 Filing - Pichai Sundar @ Alphabet Inc. - 2023-01-05

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Pichai Sundar 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 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 (MM/DD/YY) 01/05/2023 (Street) MOUNTAIN VIEW, CA94043 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/05/2023 A( 1 ) 1,330,260 A $ 0 3,223,083 D Class C Capital Stock 01/05/2023 F( 2 ) 657,904 D $ 88.71 2,565,179 D Class A Common Stock 227,560 D Class C Google Stock Units( 3 ) 892,573 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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, CA94043 X Chief Executive Officer Signatures /s/ Valentina Margulis, as Attorney-in-Fact for Sundar Pichai 01/06/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares were acquired upon the certification by the Leadership Development, Inclusion and Compensation Committee of Alphabet Inc. for the satisfaction of performance criteria underlying a previously-made award of performance stock units ("PSUs") granted to the Reporting Person on December 19, 2019 under the terms of Alphabet's Amended and Restated 2012 Stock Plan and applicable PSU award agreement. Mr. Pichai's Tranche B award provides that if Alphabet's total shareholder return (relative to S&P 100 companies) ("TSR" ) performance is between the 50th percentile (for 100% payout) and 75th percentile (for the maximum 200% payout) for the three-year performance period ending December 31, 2022, the PSU payout will be determined by linear interpolation. Alphabet's TSR for the three-year performance period was 47.53%, which ranked Alphabet's TSR at the 73.20th percentile, resulting in a payout of 192.78% or 1,330,260 shares. ( 2 )Shares withheld to satisfy tax obligations arising out of vesting of the Reporting Person's PSUs. ( 3 )1/12th of the GSUs will vest on March 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.

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).

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