Sec Form 4 Filing - Drummond David C @ Alphabet Inc. - 2017-07-12

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 *
Drummond David C
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)
SVP, Corporate Development
(Last)
(First)
(Middle)
C/O ALPHABET INC., 1600 AMPHITHEATRE PKWY
3. Date of Earliest Transaction (MM/DD/YY)
07/12/2017
(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 C Capital Stock 07/12/2017 S 1,000 D $ 938.68 1,800 D
Class A Common Stock ( 1 ) 07/12/2017 C 1,000 A $ 0 1,000 D
Class A Common Stock ( 1 ) 07/12/2017 S 1,000 D $ 960.86 0 D
Class C Capital Stock 2,095 I By Spouse
Class C Google Stock Units ( 2 ) 70,788 D
Class A Common Stock 2,090 I By Spouse
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 07/12/2017 C 1,000 ( 3 ) ( 4 ) Class A Common Stock 1,000 $ 0 14,248 D
Option to Purchase Class A Common Stock $ 318.2102 ( 5 ) 04/04/2022 Class A Common Stock 86,446 8,646 D
Option to Purchase Class A Common Stock $ 287.6642 ( 5 ) 04/06/2021 Class A Common Stock 29,288 29,288 D
Option to Purchase Class A Common Stock $ 282.7394 ( 5 ) 12/01/2020 Class A Common Stock 9,998 9,998 D
Option to Purchase Class A Common Stock $ 159.779 ( 5 ) 03/04/2019 Class A Common Stock 34,138 34,138 D
Option to Purchase Class A Common Stock $ 318.2102 ( 5 ) 04/04/2022 Class A Common Stock 44,955 44,955 D
Option to Purchase Class C Capital Stock $ 159.1411 ( 5 ) 03/04/2019 Class C Capital Stock 34,138 34,138 D
Option to Purchase Class C Capital Stock $ 286.5159 ( 5 ) 04/06/2021 Class C Capital Stock 29,288 29,288 D
Option to Purchase Class C Capital Stock $ 281.6107 ( 5 ) 12/01/2020 Class C Capital Stock 9,998 9,998 D
Option to Purchase Class C Capital Stock $ 316.9399 ( 5 ) 04/04/2022 Class C Capital Stock 44,955 44,955 D
Option to Purchase Class C Capital Stock $ 316.9399 ( 5 ) 04/04/2022 Class C Capital Stock 8,646 8,646 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Drummond David C
C/O ALPHABET INC.
1600 AMPHITHEATRE PKWY
MOUNTAIN VIEW, CA94043
SVP, Corporate Development
Signatures
/s/ Valentina Margulis, as Attorney-in-Fact for David C. Drummond 07/12/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Class A Common Stock was issued upon the conversion of one share of Class B Common Stock at the election of Reporting Person.
( 2 )100% of the grant will vest on April 25, 2018, subject to continued employment on such date.
( 3 )All shares are exercisable as of the transaction date.
( 4 )There is no expiration date for the Issuer's Class B Common Stock.
( 5 )Option is fully vested.

Remarks:
All transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person.

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).

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