Form SC 13G/A Alphabet Inc. Filed by: SCHMIDT ERIC E

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

SCHEDULE 13G

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Eric E. Schmidt

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

1,248,915 of Class A Common Stock ^{(1) (2)}

1,141,785 of Class B Common Stock

SHARED VOTING POWER

2,796,178 of Class A Common Stock ^{(1) (3)}

2,796,178 of Class B Common Stock ⁽³⁾

SOLE DISPOSITIVE POWER

1,248,915 of Class A Common Stock ^{(1) (2)}

1,141,785 of Class B Common Stock

SHARED DISPOSITIVE POWER

2,796,178 of Class A Common Stock ^{(1) (3)}

2,796,178 of Class B Common Stock ⁽³⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,045,093 of Class A Common Stock ^{(1) (4)}

3,937,963 of Class B Common Stock ⁽⁵⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

1.33% of Class A Common Stock ^{(1) (4)}

8.48% of Class B Common Stock ⁽⁵⁾

TYPE OF REPORTING PERSON (see instructions)

IN

Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights (noted above) and voting rights. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. Ownership of Class A Common Stock assumes conversion of all such reporting person’s shares of Class B Common Stock into shares of Class A Common Stock.

Comprises (i) 16,210 shares of Class A Common Stock held directly by Mr. Schmidt, (ii) 90,920 shares of Class A Common Stock issuable upon exercise of vested stock options, and (iii) 1,141,785 shares of Class B Common Stock held directly by Mr. Schmidt.

Comprises (i) 2,386,199 shares of Class B Common Stock held by The Schmidt Family Living Trust and (ii) 409,979 shares of Class B Common Stock held by Schmidt Investments, L.P. of which The Schmidt Family Living Trust is the sole general partner.

Represents shares described in (2) and (3) above.

Comprises (i) 1,141,785 shares of Class B Common Stock held directly by Mr. Schmidt, (ii) 2,386,199 shares of Class B Common Stock held by The Schmidt Family Living Trust and (iii) 409,979 shares of Class B Common Stock held by Schmidt Investments, L.P. of which The Schmidt Family Living Trust is the sole general partner.

SCHEDULE 13G

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

The Schmidt Family Living Trust

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

N/A

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0 shares of Class A Common Stock

0 shares of Class B Common Stock

SHARED VOTING POWER

2,796,178 of Class A Common Stock ^{(1) (2)}

2,796,178 of Class B Common Stock ⁽²⁾

SOLE DISPOSITIVE POWER

0 shares of Class A Common Stock

0 shares of Class B Common Stock

SHARED DISPOSITIVE POWER

2,796,178 of Class A Common Stock ^{(1) (2)}

2,796,178 of Class B Common Stock ⁽²⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,796,178 of Class A Common Stock ^{(1) (2)}

2,796,178 of Class B Common Stock ⁽²⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.92% of Class A Common Stock ^{(1) (2)}

6.02% of Class B Common Stock ⁽²⁾

TYPE OF REPORTING PERSON (see instructions)

OO

Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights (noted above) and voting rights. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. Ownership of Class A Common Stock assumes conversion of all such reporting person’s shares of Class B Common Stock into shares of Class A Common Stock.

Comprises (i) 2,386,199 shares of Class B Common Stock held by The Schmidt Family Living Trust and (ii) 409,797 shares of Class B Common Stock held by Schmidt Investments, L.P. of which The Schmidt Family Living Trust is the sole general partner.

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

(k)

Ownership.

(a)

(b)

(c)

(i) Sole power to vote or to direct the vote

Eric E. Schmidt

The Schmidt Family Living Trust

(ii)  Shared power to vote or to direct the vote

Eric E. Schmidt

The Schmidt Family Living Trust

(iii)  Sole power to dispose or to direct the disposition of

Eric E. Schmidt

The Schmidt Family Living Trust

(iv) Shared power to dispose or to direct the disposition of

Eric E. Schmidt

The Schmidt Family Living Trust

Assumes conversion of all such reporting person’s shares of Class B Common Stock into shares of Class A Common Stock.

Comprises (i) 16,210 shares of Class A Common Stock held directly by Mr. Schmidt, (ii) 90,920 shares of Class A Common Stock issuable upon exercise of vested stock options, (iii) 1,141,785 shares of Class B Common Stock held directly by Mr. Schmidt and (iv) 2,796,178 shares of Class A Common Stock beneficially held by The Schmidt Family Living Trust of which Mr. Schmidt is a co-trustee.

Includes (i) 2,386,199 shares of Class B Common Stock held by The Schmidt Family Living Trust and (ii) 409,797 shares of Class B Common Stock held by Schmidt Investments, L.P. of which The Schmidt Family Living Trust is the sole general partner.

Ownership of Five Percent or Less of a Class

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Identification and Classification of Members of the Group

Notice of Dissolution of Group

Certification

Exhibit

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