Sec Form 4 - Pichai Sundar - Alphabet Inc.

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Pichai Sundar - Alphabet Inc. - For 2016-12-27

About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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The following is an SEC EDGAR document rendered as filed.
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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).

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)

_____ Director	_____ 10% Owner
__ X __ Officer (give title below)	_____ Other (specify below)
CEO, Google Inc.

(Last)

(First)

(Middle)

C/O ALPHABET INC., 1600 AMPHITHEATRE PKWY

3. Date of Earliest Transaction (MM/DD/YY)
12/27/2016

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C Google Stock Unit ^{( 1 )}	12/27/2016		C^{( 2 )}		8,169	D	$ 0	213,910	D
Class C Capital Stock	12/27/2016		C^{( 2 )}		8,169	A	$ 0	44,301	D
Class C Google Stock Unit ^{( 1 )}	12/27/2016		F^{( 3 )}		8,914	D	$ 789.91	204,996	D
Class C Google Stock Unit ^{( 4 )}	12/27/2016		C^{( 2 )}		11,908	D	$ 0	12,995	D
Class C Capital Stock	12/27/2016		C^{( 2 )}		11,908	A	$ 0	56,209	D
Class C Google Stock Unit ^{( 4 )}	12/27/2016		F^{( 3 )}		12,995	D	$ 789.91	0	D
Class A Google Stock Unit ^{( 5 )}	12/27/2016		C^{( 2 )}		603	D	$ 0	36,033	D
Class A Common Stock	12/27/2016		C^{( 2 )}		603	A	$ 0	3,166	D
Class A Google Stock Unit ^{( 5 )}	12/27/2016		F^{( 3 )}		660	D	$ 807.8	35,373	D
Class C Google Stock Unit ^{( 5 )}	12/27/2016		C^{( 2 )}		603	D	$ 0	36,033	D
Class C Capital Stock	12/27/2016		C^{( 2 )}		603	A	$ 0	56,812	D
Class C Google Stock Unit ^{( 5 )}	12/27/2016		F^{( 3 )}		660	D	$ 789.91	35,373	D
Class C Google Stock Unit ^{( 6 )}								44,243	D
Class C Google Stock Unit ^{( 7 )}								353,939	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option To Purchase Class A Common Stock	$ 318.2102							^{( 8 )}	04/04/2022	Class A Common Stock	8,646		8,646	D
Option To Purchase Class A Common Stock	$ 218.5563							^{( 8 )}	07/29/2019	Class A Common Stock	2,436		2,436	D
Option To Purchase Class A Common Stock	$ 253.6664							^{( 8 )}	08/04/2020	Class A Common Stock	1,459		1,459	D
Option to Purchase Class C Capital Stock	$ 316.9399							^{( 8 )}	04/04/2022	Class C Capital Stock	8,646		8,646	D
Option to Purchase Class C Capital Stock	$ 217.6838							^{( 8 )}	07/29/2019	Class C Capital Stock	2,436		2,436	D
Option to Purchase Class C Capital Stock	$ 252.6537							^{( 8 )}	08/04/2020	Class C Capital Stock	1,459		1,459	D

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Pichai Sundar C/O ALPHABET INC. 1600 AMPHITHEATRE PKWY MOUNTAIN VIEW, CA94043			CEO, Google Inc.

**Signatures**
/s/ Valentina Margulis, Attorney-in-fact for Sundar Pichai		12/29/2016
^** Signature of Reporting Person		Date

Explanation of Responses:

( 1 )1/16th of GSUs vested on March 25, 2016 and an additional 1/16th will vest quarterly on the 25th day of the month until the GSUs are fully vested, subject to continued employment on such vesting dates.
( 2 )Vesting of GSUs grant of which was previously reported in Form 4.
( 3 )Shares withheld to satisfy tax obligations arising out of vesting of GSUs.
( 4 )The GSUs vest at a rate of 1/8th per quarter, subject to continued employment on the applicable vesting dates.
( 5 )The GSUs vest at a rate of 1/72 per month, subject to continued employment on the applicable vesting dates.
( 6 )50% of the grant vested on April 25, 2016 and 50% of the grant will vest on April 25, 2017, subject to continued employment on such date.
( 7 )100% of the grant will vest on April 25, 2018, subject to continued employment on such date.
( 8 )Option is fully vested.

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 Number.