Alphabet Form 4 / Kavitark Ram Shriram ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Shriram Kavitark Ram

(Last)

(First)

(Middle)

C/O ALPHABET INC.

1600 AMPHITHEATRE PKWY

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Alphabet Inc. [ GOOGL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/18/2024		G⁽¹⁾		32,700	A	$0	315,532	D
Class A Common Stock	12/18/2024		G⁽²⁾		32,700	A	$0	300,400	I	By Spouse
Class A Common Stock	12/18/2024		G⁽¹⁾		32,700	D	$0	187,710	I	2022 RS Irrevocable Trust UAD 10/28/2022⁽⁴⁾
Class A Common Stock	12/18/2024		G⁽²⁾		32,700	D	$0	187,710	I	2022 VS Irrevocable Trust UAD 10/28/2022⁽⁶⁾
Class C Capital Stock	12/18/2024		G⁽¹⁾		32,700	D	$0	187,710	I	2022 RS Irrevocable Trust UAD 10/28/2022⁽⁴⁾
Class C Capital Stock	12/18/2024		G⁽²⁾		32,700	D	$0	187,710	I	2022 VS Irrevocable Trust UAD 10/28/2022⁽⁶⁾
Class C Capital Stock	12/18/2024		G⁽²⁾		32,700	A	$0	757,226	I	By Spouse
Class C Capital Stock	12/18/2024		G⁽¹⁾		32,700	A	$0	844,097	D
Class C Google Stock Units⁽⁷⁾								421⁽⁸⁾	D
Class C Google Stock Units⁽⁹⁾	12/16/2024		A		1⁽¹⁰⁾	A	$0	1,244⁽¹¹⁾	D
Class C Google Stock Units⁽¹²⁾	12/16/2024		A		2⁽¹⁰⁾	A	$0	1,841⁽¹³⁾	D
Class C Google Stock Units⁽¹⁴⁾	12/16/2024		A		2⁽¹⁰⁾	A	$0	1,754⁽¹⁵⁾	D
Class A Common Stock								337,680	I	By Limited Partnership
Class A Common Stock								320,864	I	Ram Shriram TR UA 09/10/2021 2021 RS Irrevocable Trust⁽³⁾
Class A Common Stock								319,344	I	Vijay Shriram TR UA 09/10/2021 2021 VS Irrevocable Trust⁽⁵⁾
Class C Capital Stock								319,344	I	Vijay Shriram TR UA 09/10/2021 2021 VS Irrevocable Trust⁽⁵⁾
Class C Capital Stock								320,864	I	Ram Shriram TR UA 09/10/2021 2021 RS Irrevocable Trust⁽³⁾
Class C Capital Stock								338,600	I	By Limited Partnership

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Reflects an annuity payment on December 18, 2024 of 32,700 shares of Class A Common stock and 32,700 shares of Class C Capital stock from the 2022 RS Irrevocable Trust UAD 10/28/2022 (2022 GRAT) to the Reporting Person. The Reporting Person is both trustee and sole annuitant of the 2022 GRAT and believes such annuity payment qualifies as a mere change in form of beneficial ownership of the shares, exempt from Section 16(a) and Section 16(b) pursuant to Rule 16a-13 under the Securities Exchange Act of 1934 (Exchange Act).

2. Reflects an annuity payment on December 18, 2024 of 32,700 shares of Class A Common stock and 32,700 shares of Class C Capital stock from the 2022 VS Irrevocable Trust UAD 10/28/2022 (2022 VS GRAT) to the Reporting Person's spouse. The Reporting Person's spouse is both trustee and sole annuitant of the 2022 VS GRAT. The Reporting Person believes such annuity payment qualifies as a mere change in form of beneficial ownership of the shares, exempt from Section 16(a) and Section 16(b) pursuant to Rule 16a-13 under the Exchange Act.

3. The Reporting Person is both trustee and sole annuitant of the 2021 GRAT.

4. The Reporting Person is trustee and beneficiary of the 2022 RS Irrevocable Trust UAD 10/28/2022.

5. The Reporting Person's spouse is both trustee and sole annuitant of the 2021 VS GRAT.

6. The Reporting Person's spouse is trustee and beneficiary of the 2022 VS Irrevocable Trust UAD 10/28/2022.

7. 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. 1/48th of GSUs vested on July 25, 2021 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.

8. Consists of 1 DEU and 420 GSUs. Each of the DEUs and each of the GSUs entitles the Reporting Person to receive one share of Alphabet Inc. Class C capital stock for each share underlying the GSU or DEU (as applicable) as each GSU or DEU (as applicable) vests.

9. 1/48th of GSUs vested on July 25, 2022 and an additional 1/48th of GSUs vests on the 25th day of each month thereafter, subject to continued service on the Board on the applicable vesting dates.

10. Represents the dividend equivalent unit (DEU) that accrued on the Reporting Person's GSUs held as of December 9, 2024, in connection with the cash dividend that was declared by Alphabet Inc. and distributed on December 16, 2024. This DEU will vest on the same schedule as the GSUs on which the DEU accrued. Each DEU entitles the Reporting Person to receive one share of Alphabet Inc. Class C capital stock for each share underlying the DEU as each DEU vests.

11. Consists of 4 DEUs and 1,240 GSUs. Each of the DEUs and each of the GSUs entitles the Reporting Person to receive one share of Alphabet Inc. Class C capital stock for each share underlying the GSU or DEU (as applicable) as each GSU or DEU (as applicable) vests.

12. 1/48th of GSUs vested on July 25, 2023 and an additional 1/48th of GSUs vests on the 25th day of each month thereafter, subject to continued service on the Board on the applicable vesting dates.

13. Consists of 6 DEUs and 1,835 GSUs. Each of the DEUs and each of the GSUs entitles the Reporting Person to receive one share of Alphabet Inc. Class C capital stock for each share underlying the GSU or DEU (as applicable) as each GSU or DEU (as applicable) vests.

14. 1/48 of GSUs will vest on the 25th day of each month following the grant date for 31 months and on the 1st day of each month for the following 17 months, subject to continued service on the Board on the applicable vesting dates.

15. Consists of 4 DEUs and 1,750 GSUs. Each of the DEUs and each of the GSUs entitles the Reporting Person to receive one share of Alphabet Inc. Class C capital stock for each share underlying the GSU or DEU (as applicable) as each GSU or DEU (as applicable) vests.

	/s/ Valentina Margulis, as Attorney-in-Fact for K. Ram Shriram	12/18/2024
	** Signature of Reporting Person	Date
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Alphabet (GOOG) Form 4Alphabet / Kavitark Ram Shriram ownership change