Sec Form 4 Filing - Greene Diane B @ Alphabet Inc. - 2017-05-25

Insider filing report for Changes in Beneficial Ownership
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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
Greene Diane B
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)
Senior Vice President
(Last) (First) (Middle)
C/O ALPHABET INC., 1600 AMPHITHEATRE PKWY
3. Date of Earliest Transaction (MM/DD/YY)
05/25/2017
(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 A Common Stock 05/25/2017 C( 1 ) 3 A $ 0 35 D
Class C Capital Stock 05/25/2017 C( 1 ) 17 A $ 0 85,933 D
Class C Google Stock Units ( 2 ) 05/25/2017 F( 3 ) 5 D $ 954.96 12 D
Class C Google Stock Units ( 2 ) 05/25/2017 C( 1 ) 3 D $ 0 9 D
Class A Google Stock Units ( 2 ) 05/25/2017 F( 3 ) 5 D $ 977.65 12 D
Class A Google Stock Units ( 2 ) 05/25/2017 C( 1 ) 3 D $ 0 9 D
Class C Google Stock Units ( 4 ) 05/25/2017 C( 1 ) 2 D $ 0 211 D
Class C Google Stock Units ( 4 ) 05/25/2017 F( 3 ) 4 D $ 954.96 207 D
Class C Google Stock Units ( 5 ) 05/05/2017 C( 1 ) 6 D $ 0 169 D
Class C Google Stock Units ( 5 ) 05/25/2017 F( 3 ) 8 D $ 954.96 161 D
Class C Google Stock Units ( 6 ) 05/25/2017 F( 3 ) 8 D $ 954.96 357 D
Class C Google Stock Units ( 6 ) 05/25/2017 C( 1 ) 6 D $ 0 351 D
Class A Common Stock 123 I By Trust
Class A Common Stock 11 I By Trust
Class A Common Stock 11 I By Trust
Class C Capital Stock 11 I By Trust
Class C Capital Stock 123 I By Trust
Class C Capital Stock 11 I By Trust
Class C Capital Stock 6,147 I By spouse
Class C Google Stock Units ( 7 ) 7,357 D
Class C Google Stock Units ( 8 ) 26,974 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 Exp iration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Greene Diane B
C/O ALPHABET INC.
1600 AMPHITHEATRE PKWY
MOUNTAIN VIEW, CA94043
X Senior Vice President
Signatures
/s/ Valentina Margulis as Attorney-in-Fact for Diane B. Greene 05/30/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Vesting of Google Stock Units ("GSUs") grant of which was previously reported in Form 4.
( 2 )1/48th of the grant vested on July 25, 2013 and an additional 1/48th will vest monthly on the 25th day of each month thereafter, subject to continued service on the Board on the applicable vesting dates.
( 3 )Shares withheld to satisfy tax obligations arising out of vesting of GSUs.
( 4 )1/48th of GSUs vested on July 25, 2016 and an additional 1/48th of GSUs will vest monthly thereafter until the GSUs are fully vested, subject to continued service on such vesting dates.
( 5 )1/48th of the grant vested on June 25, 2014 and an additional 1/48th will vest on the 25th day of each month thereafter, subject to continued service on the Board on such vesting dates.
( 6 )1/48th of GSUs vested on July 25, 2015 and an additional 1/48th of GSUs will vest monthly thereafter until the GSUs are fully vested, subject to continued service on such vesting dates.
( 7 )1/8th of GSUs vested on March 25, 2016, and an additional 1/8th will vest quarterly on the 25th day of the month until the GSUs are fully vested, subject to continued employment on such vesting dates.
( 8 )1/16th of Google Stock Units (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 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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