Director Shriram Kavitark Ram received a gift of 1,000,000 units of Class C Capital Stock and gifted 1,000,000 units of Class C Capital Stock, decreasing direct ownership by 59% to 345,220 units (SEC Form 4)
$GOOGL
Computer Software: Programming Data Processing
Technology
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Alphabet Inc. [ GOOGL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/25/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 C Capital Stock | 04/25/2025 | G(1) | 500,000 | D | $0 | 345,220 | D | |||
| Class C Capital Stock | 04/25/2025 | G(2) | 500,000 | D | $0 | 257,226 | I | By Spouse | ||
| Class C Capital Stock | 04/25/2025 | G(1) | 500,000 | A | $0 | 500,000 | I | 2025 RS Irrevocable TR UAD 4/10/25 | ||
| Class C Capital Stock | 04/25/2025 | G(2) | 500,000 | A | $0 | 500,000 | I | 2025 VS Irrevocable TR UAD 4/10/25 | ||
| Class A Common Stock | 272,466 | D | ||||||||
| Class A Common Stock | 337,680 | I | By Limited Partnership | |||||||
| Class A Common Stock | 264,400 | I | By Spouse | |||||||
| 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(4) | |||||||
| Class A Common Stock | 187,710 | I | Ram Shriram TR UA 10/28/2022 2022 RS Irrevocable TrustAD 10/28/2022(5) | |||||||
| Class A Common Stock | 187,710 | I | Vijay Shriram TR UA 10/28/2022 2022 VS Irrevocable Trust(6) | |||||||
| Class C Capital Stock | 187,710 | I | Ram Shriram TR UA 10/28/2022 2022 RS Irrevocable Trust(5) | |||||||
| Class C Capital Stock | 187,710 | I | Vijay Shriram TR UA 10/28/2022 2022 VS Irrevocable Trust(6) | |||||||
| Class C Capital Stock | 319,344 | I | Vijay Shriram TR UA 09/10/2021 2021 VS Irrevocable Trust(4) | |||||||
| 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 | |||||||
| Class C Google Stock Units(7) | 121 | D | ||||||||
| Class C Google Stock Units(8) | 924 | D | ||||||||
| Class C Google Stock Units(9) | 1,546 | D | ||||||||
| Class C Google Stock Units(10) | 1,552 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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. On April 25, 2025, the Reporting Person contributed 500,000 shares of Class C capital stock to the Ram Shriram TR UA 04/10/2025 2025 RS Irrevocable Trust (2025 GRAT) of which the Reporting Person is the sole trustee retaining investment control over the shares held by the 2025 GRAT, and the sole recipient of the annuity payments made by the 2025 GRAT. |
| 2. On April 25, 2025, the Reporting Person's spouse contributed 500,000 shares of Class C capital stock to the Vijay Shriram TR UA 04/10/2025 2025 VS Irrevocable Trust (2025 VS GRAT) of which the Reporting Person's spouse is the sole trustee retaining investment control over the shares held by the 2025 VS GRAT, and the sole recipient of the annuity payments made by the 2025 VS GRAT. |
| 3. The Reporting Person is both trustee and sole annuitant of the Ram Shriram TR UA 09/10/2021 2021 RS Irrevocable Trust. |
| 4. The Reporting Person's spouse is both trustee and sole annuitant of the Vijay Shriram TR UA 09/10/2021 2021 VS Irrevocable Trust. |
| 5. The Reporting Person is trustee and beneficiary of the Ram Shriram TR UA 10/28/2022 RS Irrevocable Trust. |
| 6. The Reporting Person's spouse is trustee and beneficiary of the Vijay Shriram TR UA 10/28/2022 2022 VS Irrevocable Trust. |
| 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. 1/48th of GSUs vested on July 25, 2022 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 |
| 9. 1/48th of GSUs vested on July 25, 2023 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. |
| 10. 1/48 of GSUs vests 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 employment on such vesting dates. |
| /s/ Valentina Margulis, as Attorney-in-Fact for K. Ram Shriram | 04/29/2025 | |
| ** 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. | ||