Sec Form 4 Filing - SCHMIDT ERIC E @ Alphabet Inc. - 2017-05-25

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 SCHMIDT ERIC E 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) Executive Chairman (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 ) 2,625 A $ 0 76,243 D Class C Capital Stock 05/25/2017 C( 1 ) 2,625 A $ 0 1,274,076 D Class C Google Stock Units ( 2 ) 05/25/2017 C( 1 ) 2,625 D $ 0 41,306 D Class C Google Stock Units ( 2 ) 05/25/2017 F( 3 ) 2,866 D $ 954.96 38,440 D Class A Google Stock Units ( 2 ) 05/25/2017 C( 1 ) 2,625 D $ 0 41,306 D Class A Google Stock Units ( 2 ) 05/25/2017 F( 3 ) 2,866 D $ 977.61 38,440 D Class C Capital Stock 134,731 I By The Schmidt Investments, LP Class C Capital Stock 518,624 I By The Schmidt Investments LP Fund II Class C Capital Stock 2,393,958 I By The Schmidt Family Living Trust

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 Class B Common Stock $ 0 ( 4 ) ( 5 ) Class A Common Stock 1,194,309 1,194,309 D Class B Common Stock $ 0 ( 4 ) ( 5 ) Class A Common Stock 134,731 134,731 I By The Schmidt Investments LP Class B Common Stock $ 0 ( 4 ) ( 5 ) Class A Common Stock 599,723 599,723 I By The Schmidt Investments LP Fund II Class B Common Stock $ 0 ( 4 ) ( 5 ) Class A Common Stock 2,387,199 2,387,199 I By The Schmidt Family Living Trust Option to Purchase Class A Common Stock $ 306.612 ( 4 ) 02/02/2021 Class A Common Stock 181,840 181,840 D Option to Purchase Class C Capital Stock $ 305.388 ( 4 ) 02/02/2021 Class C Capital Stock 181,840 181,840 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SCHMIDT ERIC E C/O ALPHABET INC., 1600 AMPHITHEATRE PKWY MOUNTAIN VIEW, CA94043 X Executive Chairman Signatures /s/ Valentina Margulis as Attorney-in-Fact for Eric E. Schmidt 05/30/2017 Signature of Reporting Person Date

Explanatio n of Responses:

( 1 )Vesting of Google Stock Units ("GSUs") grant of which was previously reported in Form 4. ( 2 )This grant vests as follow: 1/16th of the grant vested on May 25, 2015, and an additional 1/16th vests quarterly on the 25th day of the month until GSUs are fully vested, subject to continued employment on such vesting dates. ( 3 )Shares withheld to satisfy tax obligations arising out of vesting of GSUs. ( 4 )All shares are exercisable as of the transaction date. ( 5 )There is no expiration date for the Issuer's Class B Common Stock.

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.
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