SEC Form SC 13G/A filed by Alphabet Inc. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 18)*
Alphabet Inc.
(Name of Issuer)
Class A Common Stock
Class B Common Stock
(Title of Class of Securities)
Class A Common Stock: 02079K305
Class B Common Stock: 02079K206
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | 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. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 11
SCHEDULE 13G
CUSIP NO. Class A: 02079K305; Class B: 02079K206
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Eric E. Schmidt | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
7,230,342 of Class A Common Stock (1) (2) 6,913,982 of Class B Common Stock | ||||
| 6. | SHARED VOTING POWER
60,664,990 of Class A Common Stock (1) (3) 54,015,280 of Class B Common Stock (3) | |||||
| 7. | SOLE DISPOSITIVE POWER
7,230,342 of Class A Common Stock (1) (2) 6,913,982 of Class B Common Stock | |||||
| 8. | SHARED DISPOSITIVE POWER
60,664,990 of Class A Common Stock (1) (3) 54,015,280 of Class B Common Stock (3) | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,895,332 of Class A Common Stock (1) (4) 60,929,262 of Class B Common Stock (5) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.13% of Class A Common Stock (1) (4) 6.90% of Class B Common Stock (5) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
IN | |||||
| (1) | 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. |
| (2) | Comprises (i) 316,360 shares of Class A Common Stock held directly by Mr. Schmidt and (ii) 6,913,982 shares of Class B Common Stock held directly by Mr. Schmidt. |
| (3) | Comprises (i) 47,723,980 shares of Class B Common Stock held by The Schmidt Family Living Trust, (ii) 6,291,300 shares of Class B Common Stock held by Schmidt Investments, L.P. of which The Schmidt Family Living Trust is the sole general partner, (iii) 2,993,760 shares of Class A Common Stock held by The Schmidt Family Foundation, of which Mr. Schmidt is a member of the board of directors and vice president, and (iv) 3,655,950 shares of Class A Common Stock held by The Eric and Wendy Schmidt Fund for Strategic Innovation, of which Mr. Schmidt is a member of the board of directors and president. |
| (4) | Represents shares described in (2) and (3) above. |
| (5) | Comprises (i) 6,913,982 shares of Class B Common Stock held directly by Mr. Schmidt, (ii) 47,723,980 shares of Class B Common Stock held by The Schmidt Family Living Trust,(iii) 6,291,300 shares of Class B Common Stock held by Schmidt Investments, L.P. of which The Schmidt Family Living Trust is the sole general partner, (iv) 2,993,760 shares of Class A Common Stock held by The Schmidt Family Foundation, of which Mr. Schmidt is a member of the board of directors and vice president, and (v) 3,655,950 shares of Class A Common Stock held by The Eric and Wendy Schmidt Fund for Strategic Innovation, of which Mr. Schmidt is a member of the board of directors and president. |
Page 2 of 11
SCHEDULE 13G
CUSIP NO. Class A: 02079K305; Class B: 02079K206
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Schmidt Family Living Trust | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
N/A | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 shares of Class A Common Stock 0 shares of Class B Common Stock | ||||
| 6. | SHARED VOTING POWER
54,015,280 of Class A Common Stock (1) (2) 54,015,280 of Class B Common Stock (2) | |||||
| 7. | SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock 0 shares of Class B Common Stock | |||||
| 8. | SHARED DISPOSITIVE POWER
54,015,280 of Class A Common Stock (1) (2) 54,015,280 of Class B Common Stock (2) | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,015,280 of Class A Common Stock (1) (2) 54,015,280 of Class B Common Stock (2) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.90% of Class A Common Stock (1) (2) 6.12% of Class B Common Stock (2) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| (1) | 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. |
| (2) | Comprises (i) 47,723,980 shares of Class B Common Stock held by The Schmidt Family Living Trust and (ii) 6,291,300 shares of Class B Common Stock held by Schmidt Investments, L.P. of which The Schmidt Family Living Trust is the sole general partner. |
Page 3 of 11
SCHEDULE 13G
CUSIP NO. Class A: 02079K305; Class B: 02079K206
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Schmidt Family Foundation | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
N/A | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 shares of Class A Common Stock 0 shares of Class B Common Stock | ||||
| 6. | SHARED VOTING POWER
2,993,760 of Class A Common Stock (1) 0 shares of Class B Common Stock | |||||
| 7. | SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock 0 shares of Class B Common Stock | |||||
| 8. | SHARED DISPOSITIVE POWER
2,993,760 of Class A Common Stock (1) 0 shares of Class B Common Stock | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,993,760 of Class A Common Stock (1) 0 shares of Class B Common Stock | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.05% of Class A Common Stock (1) 0.00% of Class B Common Stock | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| (1) | Comprises 2,993,760 shares of Class A Common Stock held by The Schmidt Family Foundation, of which Mr. Schmidt is a member of the board of directors and vice president. |
Page 4 of 11
SCHEDULE 13G
CUSIP NO. Class A: 02079K305; Class B: 02079K206
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Eric and Wendy Schmidt Fund for Strategic Innovation | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
N/A | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 shares of Class A Common Stock 0 shares of Class B Common Stock | ||||
| 6. | SHARED VOTING POWER
3,655,950 of Class A Common Stock (1) 0 shares of Class B Common Stock | |||||
| 7. | SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock 0 shares of Class B Common Stock | |||||
| 8. | SHARED DISPOSITIVE POWER
3,655,950 of Class A Common Stock (1) 0 shares of Class B Common Stock | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,655,950 of Class A Common Stock (1) 0 shares of Class B Common Stock | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.06% of Class A Common Stock (1) 0.00% of Class B Common Stock | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| (1) | Comprises 3,655,950 shares of Class A Common Stock held by The Eric and Wendy Schmidt Fund for Strategic Innovation, of which Mr. Schmidt is a member of the board of directors and president. |
Page 5 of 11
Item 1.
| (a) | Name of Issuer: Alphabet Inc. |
| (b) | Address of Issuer’s Principal Executive Offices: 1600 Amphitheatre Parkway, Mountain View, CA 94043 |
Item 2.
| (a) | Name of Person(s) Filing: |
Eric E. Schmidt
The Schmidt Family Living Trust
The Schmidt Family Foundation
The Eric and Wendy Schmidt Fund for Strategic Innovation
| (b) | Address of Principal Business Office or, if none, Residence: |
1010 El Camino Real, Suite 200, Menlo Park, CA 94025
| (c) | Citizenship: |
| Eric E. Schmidt | United States of America | |
| The Schmidt Family Living Trust | N/A | |
| The Schmidt Family Foundation | N/A | |
| The Eric and Wendy Schmidt Fund for Strategic Innovation | N/A | |
| (d) | Title of Class of Securities: |
Class A Common Stock, par value $0.001 per share
Class B Common Stock, par value $0.001 per share
| (e) | CUSIP Number: |
Class A Common Stock: 02079K305
Class B Common Stock: 02079K206
| Item 3. | If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); | ||
| (e) | ☐ | An investment adviser in accordance with §240.13d-l(b)(l)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-l(b)(l)(ii)(F); | ||
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-l(b)(l)(ii)(G); | ||
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
Page 6 of 11
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
| (j) | ☐ | A non-U.S. institution in accordance with §240.13d-l(b)(1)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with §240.13d-l(b)(l)(ii)(K). | ||
Page 7 of 11
| Item 4. | Ownership. |
Pursuant to Rule 13d-3(d)(1), all shares of Class B Common Stock (which are convertible into shares of Class A Common Stock) held by the reporting person were deemed to be converted for the purposes of (i) determining the aggregate amount of shares of Class A Common Stock beneficially owned by the reporting person and (ii) calculating the percentages of the Class A Common Stock owned by such person. Consequently, all Class A Common Stock amounts and percentages are inclusive of the Class B Common Stock amounts and percentages set forth herein. The percentages of ownership set forth below are based on 5,964,091,811 shares of Class A Common Stock and 882,932,162 shares of Class B Common Stock of Alphabet outstanding at December 31, 2022.
| Class A (1) | Class B | |||||||||
| (a) |
Amount beneficially owned: | |||||||||
| Eric E. Schmidt (2) | 67,895,332 | 60,929,262 | ||||||||
| The Schmidt Family Living Trust (3) | 54,015,280 | 54,015,280 | ||||||||
| The Schmidt Family Foundation (4) | 2,993,760 | 0 | ||||||||
| The Eric and Wendy Schmidt Fund for Strategic Innovation(5) | 3,655,950 | 0 | ||||||||
| (b) |
Percent of class: | |||||||||
| Eric E. Schmidt | 1.13 | % | 6.90 | % | ||||||
| The Schmidt Family Living Trust | 0.90 | % | 6.12 | % | ||||||
| The Schmidt Family Foundation | 0.05 | % | 0.00 | % | ||||||
| The Eric and Wendy Schmidt Fund for Strategic Innovation | 0.06 | % | 0.00 | % | ||||||
| (c) |
Number of shares as to which the person has: | |||||||||
| (i) Sole power to vote or to direct the vote |
||||||||||
| Eric E. Schmidt |
7,230,342 | 6,913,982 | ||||||||
| The Schmidt Family Living Trust |
0 | 0 | ||||||||
| The Schmidt Family Foundation |
0 | 0 | ||||||||
| The Eric and Wendy Schmidt Fund for Strategic Innovation |
0 | 0 | ||||||||
| (ii) Shared power to vote or to direct the vote |
||||||||||
| Eric E. Schmidt |
60,664,990 | 54,015,280 | ||||||||
| The Schmidt Family Living Trust |
54,015,280 | 54,015,280 | ||||||||
| The Schmidt Family Foundation |
2,993,760 | 0 | ||||||||
| The Eric and Wendy Schmidt Fund for Strategic Innovation |
3,655,950 | 0 | ||||||||
| (iii) Sole power to dispose or to direct the disposition of |
||||||||||
| Eric E. Schmidt |
7,230,342 | 6,913,982 | ||||||||
| The Schmidt Family Living Trust |
0 | 0 | ||||||||
| The Schmidt Family Foundation |
0 | 0 | ||||||||
| The Eric and Wendy Schmidt Fund for Strategic Innovation |
0 | 0 | ||||||||
Page 8 of 11
| Class A (1) | Class B | |||||||
| (iv) Shared power to dispose or to direct the disposition of |
||||||||
| Eric E. Schmidt |
67,895,332 | 60,929,262 | ||||||
| The Schmidt Family Living Trust |
54,015,280 | 54,015,280 | ||||||
| The Schmidt Family Foundation |
2,993,760 | 0 | ||||||
| The Eric and Wendy Schmidt Fund for Strategic Innovation |
3,655,950 | 0 | ||||||
| (1) | Assumes conversion of all such reporting person’s shares of Class B Common Stock into shares of Class A Common Stock. |
| (2) | Comprises (i) 316,360 shares of Class A Common Stock held directly by Mr. Schmidt, (ii) 6,913,982 shares of Class B Common Stock held directly by Mr. Schmidt, (iii) 54,015,280 shares of Class B Common Stock beneficially held by The Schmidt Family Living Trust of which Mr. Schmidt is a co-trustee, (iv) 2,993,760 shares of Class A Common Stock held by The Schmidt Family Foundation, of which Mr. Schmidt is a member of the board of directors and vice president, and (v) 3,655,950 shares of Class A Common Stock held by The Eric and Wendy Schmidt Fund for Strategic Innovation, of which Mr. Schmidt is a member of the board of directors and president. |
| (3) | Includes (i) 47,723,980 shares of Class B Common Stock held by The Schmidt Family Living Trust and (ii) 6,291,300 shares of Class B Common Stock held by Schmidt Investments, L.P. of which The Schmidt Family Living Trust is the sole general partner. |
| (4) | Comprises 2,993,760 shares of Class A Common Stock held by The Schmidt Family Foundation, of which Mr. Schmidt is a member of the board of directors and vice president. |
| (5) | Comprises 3,655,950 shares of Class A Common Stock held by The Eric and Wendy Schmidt Fund for Strategic Innovation, of which Mr. Schmidt is a member of the board of directors and president. |
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
| Exhibit |
Document Description | |
| 99.1 | Agreement Pursuant to Rule 13d-1(k)(1)(iii) | |
Page 9 of 11
SIGNATURE
After reasonable inquiry and to the best of the Reporting Person’s knowledge and belief, the Reporting Person certifies that the information set forth in this statement is true, complete and correct.
Date: February 14, 2023
| ERIC E. SCHMIDT | ||
| /s/ Eric E. Schmidt | ||
| Eric E. Schmidt | ||
| THE SCHMIDT FAMILY LIVING TRUST | ||
| By: | /s/ Eric E. Schmidt | |
| Eric E. Schmidt, Co-Trustee | ||
| THE SCHMIDT FAMILY FOUNDATION | ||
| By: | /s/ Eric E. Schmidt | |
| Eric E. Schmidt, Director and Vice President | ||
| THE ERIC AND WENDY SCHMIDT FUND FOR STRATEGIC INNOVATION | ||
| By: | /s/ Eric E. Schmidt | |
| Eric E. Schmidt, Director and President | ||
Page 10 of 11