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Form 4 Alphabet Inc. For: Nov 27 Filed by: Shriram Kavitark Ram

November 28, 2023 7:43 PM EST
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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OMB Number: 3235-0287
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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 CA 94043

(City) (State) (Zip)
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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/27/2023
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)
Code V Amount (A) or (D) Price
Class A Common Stock 11/27/2023   G (1)   45,266 A $ 0 149,630 D  
Class A Common Stock 11/27/2023   G (2)   45,266 A $ 0 130,604 I By Spouse
Class C Capital Stock 11/27/2023   G (1)   45,266 A $ 0 610,981 D  
Class C Capital Stock 11/27/2023   G (2)   45,266 A $ 0 528,826 I By Spouse
Class A Common Stock 11/27/2023   G (1)   45,266 D $ 0 220,410 I 2022 RS Irrevocable Trust UAD 10/28/2022
Class C Capital Stock 11/27/2023   G (1)   45,266 D $ 0 220,410 I 2022 RS Irrevocable Trust UAD 10/28/2022
Class A Common Stock 11/27/2023   G (2)   45,266 D $ 0 220,410 I 2022 VS Irrevocable Trust UAD 10/28/2022
Class C Capital Stock 11/27/2023   G (2)   45,266 D $ 0 220,410 I 2022 VS Irrevocable Trust UAD 10/28/2022
Class A Common Stock               337,680 I By Limited Partnership
Class A Common Stock               516,564 I Ram Shriram TR UA 09/10/2021 2021 RS Irrevocable Trust (3)
Class A Common Stock               515,044 I Vijay Shriram TR UA 09/10/2021 2021 VS Irrevocable Trust (4)
Class C Capital Stock               515,044 I Vijay Shriram TR UA 09/10/2021 2021 VS Irrevocable Trust (4)
Class C Capital Stock               516,564 I Ram Shriram TR UA 09/10/2021 2021 RS Irrevocable Trust (3)
Class C Google Stock Units (5)               720 D  
Class C Google Stock Units (6)               1,120 D  
Class C Google Stock Units (7)               2,020 D  
Class C Google Stock Units (8)               2,555 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 (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Reflects an annuity payment on November 27, 2023 of 45,266 shares of Class A Common stock and 45,266 shares of Class C Capital stock from the 2022 RS Irrevocable Trust UAD 10/28/22 (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 November 27, 2023 of 45,266 shares of Class A Common stock and 45,266 shares of Class C Capital stock from the 2022 VS Irrevocable Trust UAD 10/28/22 (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 trustee and beneficiary of the 2021 RS Irrevocable Trust UAD 9/10/2021.
4. The Reporting Person's spouse is trustee and beneficiary of the 2021 VS Irrevocable Trust UAD 9/10/2021.
5. The Class C Google Stock Units (GSU) entitle the Reporting Person to receive one share of Alphabet Inc. Class C Capital Stock for each share underlying the GSU as GSU vest. 1/48th of GSU grant vested on July 25, 2020 and an additional 1/48th of GSUs will vest monthly thereafter, subject to continued service on the Board on the applicable vesting dates.
6. 1/48th of GSU grant vested on July 25, 2021 and an additional 1/48th of GSUs will monthly thereafter, subject to continued service on the Board on the applicable vesting dates.
7. 1/48th of GSU grant vested on July 25, 2022 and an additional 1/48th of GSUs will monthly thereafter, subject to continued service on the Board on the applicable vesting dates.
8. 1/48th of GSU grant vested on July 25, 2023 and an additional 1/48th of GSUs will monthly thereafter, subject to continued service on the Board on the applicable vesting dates.
/s/ Valentina Margulis, as Attorney-in-Fact for K. Ram Shriram 11/28/2023
** 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.


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