Alphabet Inc. — Director's Dealing 2016

May 27, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Alphabet Inc. (GOOG)
CIK: 0001652044
Period of Report: 2016-05-25

Reporting Person: SCHMIDT ERIC E (Director, Executive Chairman of Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-25	Class C Google Stock Unit	C	2625	—	Disposed	63272	Direct
2016-05-25	Class C Capital Stock	C	2625	—	Acquired	1263398	Direct
2016-05-25	Class C Google Stock Unit	F	2866	$720.09	Disposed	60406	Direct
2016-05-25	Class A Google Stock Unit	C	2625	—	Disposed	63272	Direct
2016-05-25	Class A Common Stock	C	2625	—	Acquired	65741	Direct
2016-05-25	Class A Google Stock Unit	F	2866	$733.03	Disposed	60406	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class C Capital Stock	148588	Indirect
Class C Capital Stock	641628	Indirect
Class C Capital Stock	2438866	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$0		Class A Common Stock (1194309)	1194309	Direct
Class B Common Stock	$0		Class A Common Stock (148182)	148182	Indirect
Class B Common Stock	$0		Class A Common Stock (639816)	639816	Indirect
Class B Common Stock	$0		Class A Common Stock (2432107)	2432107	Indirect
Option to Purchase Class C Capital Stock	$305.388	2021-02-02	Class C Capital Stock (181840)	181840	Direct
Option To Purchase Class A Common Stock	$306.612	2021-02-02	Class A Common Stock (181840)	181840	Direct

Footnotes

F1: On January 29, 2014, Google Inc. declared a stock dividend, as a result of which all holders of record of Class A Common Stock on March 27, 2014 received on April 2, 2014 one share of Class C Capital Stock for each share of Class A Common Stock outstanding (the "Stock Dividend"). These GSUs were previously reported as GSUs entitling the Reporting Person to receive one share of Google Inc.'s Class A Common Stock for each share underlying the GSU as the GSU vests. As a result of the Stock Dividend, these GSUs were adjusted and each share underlying the GSU now corresponds to one share of Class A Common Stock and one share of Class C Capital Stock.

F2: This grant vests as follow: 1/16th of the grant will vest on May 25, 2015, and an additional 1/16th will vest quarterly on the 25th day of the month until GSUs are fully vested, subject to continued employment on such vesting dates.

F3: Vesting of GSUs grant of which was previously reported in Form 4.

F4: Shares withheld to satisfy tax obligations arising out of vesting of GSUs.

F5: The GSUs vest as follow: 1/16th of the GSUs will vest on May 25, 2015, and an additional 1/16th will vest quarterly on the 25th day of the month until GSUs are fully vested, subject to continued employment on such vesting dates.

F6: Each share of Class A Common Stock was issued upon the conversion of one share of Class B Common Stock at the election of Reporting Person.

F7: All shares are exercisable as of the transaction date.

F8: There is no expiration date for the Issuer's Class B Common Stock.

F9: On January 29, 2014, Google Inc. declared a stock dividend, as a result of which all holders of record of Class A Common Stock on March 27, 2014 received on April 2, 2014 one share of Class C Capital Stock for each share of Class A Common Stock outstanding (the "Stock Dividend"). This option was previously reported as an option for 181,840 shares of Class A Common Stock at an exercise price of $612.00 per share, but was adjusted to reflect the Stock Dividend. As a result of adjustment, the option now entitles the Reporting Person to exercise a portion of the option for 181,840 shares of Class C Capital Stock, and the exercise price has been adjusted so that the portion of the option covering Class A Common Stock now has an exercise price of $306.612 and the portion of the option covering Class C Capital Stock has an exercise price of $305.388 per share.

F10: The option provided for vesting as follows: 25% of the option shall vest 12 months after vesting commencement date and 1/48th of shares shall vest each month thereafter until the option is fully vested, subject to continued employment with Google on the applicable vesting dates.