Director Shriram Kavitark Ram was granted 5 units of Class C Google Stock Units, increasing direct ownership by 57% to 1,634 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) 03/17/2025 | ||||||||||||||||||||||||||
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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 Google Stock Units(1) | 03/17/2025 | A | 1(2) | A | $0 | 1,045(3) | D | |||
| Class C Google Stock Units(4) | 03/17/2025 | A | 2(2) | A | $0 | 1,666(5) | D | |||
| Class C Google Stock Units(6) | 03/17/2025 | A | 2(2) | A | $0 | 1,634(7) | D | |||
| Class C Google Stock Units(8) | 241 | D | ||||||||
| 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(9) | |||||||
| Class A Common Stock | 319,344 | I | Vijay Shriram TR UA 09/10/2021 2021 VS Irrevocable Trust(10) | |||||||
| Class A Common Stock | 187,710 | I | 2022 RS Irrevocable Trust UAD 10/28/2022(11) | |||||||
| Class A Common Stock | 187,710 | I | 2022 VS Irrevocable Trust UAD 10/28/2022(12) | |||||||
| Class C Capital Stock | 187,710 | I | 2022 RS Irrevocable Trust UAD 10/28/2022(11) | |||||||
| Class C Capital Stock | 187,710 | I | 2022 VS Irrevocable Trust UAD 10/28/2022(12) | |||||||
| Class C Capital Stock | 319,344 | I | Vijay Shriram TR UA 09/10/2021 2021 VS Irrevocable Trust(10) | |||||||
| Class C Capital Stock | 320,864 | I | Ram Shriram TR UA 09/10/2021 2021 RS Irrevocable Trust(9) | |||||||
| Class C Capital Stock | 338,600 | I | By Limited Partnership | |||||||
| Class C Capital Stock | 757,226 | I | By Spouse | |||||||
| Class C Capital Stock | 844,778 | 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. 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, 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. |
| 2. Represents the dividend equivalent units (DEUs) that accrued on the Reporting Person's GSUs held as of March 10, 2025, in connection with the cash dividend that was declared by the Issuer and distributed on March 17, 2025. These DEUs will vest on the same schedule as the GSUs on which the DEUs 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. |
| 3. Consists of 5 DEUs and 1,040 GSUs. |
| 4. 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. |
| 5. Consists of 8 DEUs and 1,658 GSUs. |
| 6. 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. |
| 7. Consists of 6 DEUs and 1,628 GSUs. |
| 8. 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. |
| 9. The Reporting Person is both trustee and sole annuitant of the Ram Shriram Trust UA 09/10/2021. |
| 10. The Reporting Person's spouse is both trustee and sole annuitant of the Vijay Shriram Trust UA 09/10/2021. |
| 11. The Reporting Person is trustee and beneficiary of the 2022 RS Irrevocable Trust UAD 10/28/2022. |
| 12. The Reporting Person's spouse is trustee and beneficiary of the 2022 VS Irrevocable Trust UAD 10/28/2022. |
| /s/ Valentina Margulis, as Attorney-in-Fact for K. Ram Shriram | 03/19/2025 | |
| ** 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. | ||