Sec Form 4 Filing - Pichai Sundar @ Alphabet Inc. - 2017-08-25

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
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)
CEO, Google Inc.
(Last) (First) (Middle)
C/O ALPHABET INC.,, 1600 AMPHITHEATRE PKWY
3. Date of Earliest Transaction (MM/DD/YY)
08/25/2017
(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 08/25/2017 C( 1 ) 604 A $ 0 1,993 D
Class A Google Stock Units ( 2 ) 08/25/2017 C( 1 ) 604 D $ 0 25,926 D
Class A Google Stock Units ( 2 ) 08/25/2017 F( 3 ) 660 D $ 936.89 25,266 D
Class C Capital Stock 08/25/2017 C( 1 ) 604 A $ 0 41,306 D
Class C Google Stock Units ( 4 ) 08/25/2017 C( 1 ) 604 D $ 0 25,926 D
Class C Google Stock Units ( 4 ) 08/25/2017 F( 3 ) 660 D $ 921.28 25,266 D
Class C Google Stock Units ( 5 ) 170,830 D
Class C Google Stock Units ( 6 ) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Purchase Class A Common Stock $ 318.2102 ( 7 ) 04/04/2022 Class A Common Stock 8,646 8,646 D
Option to Purchase Class A Common Stock $ 218.5563 ( 7 ) 07/29/2019 Class A Common Stock 2,436 2,436 D
Option to Purchase Class A Common Stock $ 253.6664 ( 7 ) 08/04/2020 Class A Common Stock 1,459 1,459 D
Option to Purchase Class C Capital Stock $ 316.9399 ( 7 ) 04/04/2022 Class C Capital Stock 8,646 8,646 D
Option to Purchase Class C Capital Stock $ 217.6838 ( 7 ) 07/29/2019 Class C Capital Stock 2,436 2,436 D
Option to Purchase Class C Capital Stock $ 252.6537 ( 7 ) 08/04/2020 Class C Capital Stock 1,459 1,459 D
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 CEO, Google Inc.
Signatures
/s/Valentina Margulis, as Attorney-in-Fact for Sundar Pichai 08/28/2017
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 )The Google Stock Units ("GSUs") entitle the Reporting Person to receive one share of Alphabet Inc. Class A Common Stock for each share underlying the GSU as GSU vests. The GSUs vest as follows: 1/72 of GSUs vested on May 25, 2013 and an additional 1/72 vest monthly thereafter until the 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 )The Google Stock Units ("GSUs") entitle the Reporting Person to receive one share of Alphabet Inc. Class C Capital Stock for each share underlying the GSU as GSU vests. The GSUs vest as follows: 1/72 of GSUs vested on May 25, 2013 and an additional 1/72 vest monthly thereafter until the GSUs are fully vested, subject to continued employment on such vesting dates.
( 5 )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 dates. The Amount of Securities Beneficially Owned Following Reported Transaction was reduced by 6 shares that were inadvertently added in prior Form 4 filings.
( 6 )100% of the grant will vest on April 25, 2018, subject to continued employment on such date.
( 7 )Option is fully vested.

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