Sec Form 4 Filing - Drummond David C @ Alphabet Inc. - 2019-10-01

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)
10/01/2019
(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 10/01/2019 M 800 A $ 281.6107 45,806 D
Class C Capital Stock 10/01/2019 S 800 D $ 1,219.01 45,006 D
Class A Common Stock 10/01/2019 M 800 A $ 282.7394 800 D
Class A Common Stock 10/01/2019 S 800 D $ 1,222.49 0 D
Class A Common Stock 2,090 I By Spouse
Class C Capital Stock 2,095 I By Spouse
Class C Google Stock Units ( 1 ) 23,629 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 $ 282.7394 10/01/2019 M 800 ( 2 ) 12/01/2020 Class A Common Stock 800 $ 0 7,598 D
Option to Purchase Class C Capital Stock $ 281.6107 10/01/2019 M 800 ( 2 ) 12/01/2020 Class C Capital Stock 800 $ 0 7,598 D
Class B Common Stock $ 0 ( 3 ) ( 4 ) Class A Common Stock 12,500 12,500 D
Option to Purchase Class A Common Stock $ 318.2102 ( 2 ) 04/04/2022 Class A Common Stock 8,646 8,646 D
Option to Purchase Class A Common Stock $ 287.6642 ( 2 ) 04/06/2021 Class A Common Stock 29,288 29,288 D
Option to Purchase Class A Common Stock $ 318.2102 ( 2 ) 04/04/2022 Class A Common Stock 44,955 44,955 D
Option to Purchase Class C Capital Stock $ 286.5159 ( 2 ) 04/06/2021 Class C Capital Stock 29,288 29,288 D
Option to Purchase Class C Capital Stock $ 316.9399 ( 2 ) 04/04/2022 Class C Capital Stock 44,955 44,955 D
Option to Purchase Class C Capital Stock $ 316.9399 ( 2 ) 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 or David C. Drummond 10/01/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Class C 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 vest. 1/16th of GSUs will vest on March 25, 2018 and an additional 1/16th will vest quarterly on the 25th day of the month until the units are fully vested, subject to continued employment on such vesting dates.
( 2 )Option is fully vested.
( 3 )All shares are exercisable as of the transaction date.
( 4 )There is no expiration date for the Issuer's Class B Common Stock.

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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