Alphabet Inc. — Director's Dealing 2023

Nov 9, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Alphabet Inc. (GOOG)
CIK: 0001652044
Period of Report: 2023-11-07

Reporting Person: Shriram Kavitark Ram (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-10-13	Class A Common Stock	G	174000	$0.00	Disposed	516564	Indirect
2023-10-13	Class A Common Stock	G	174000	$0.00	Acquired	179364	Direct
2023-11-07	Class A Common Stock	S	51605	$131.3313	Disposed	127759	Direct
2023-11-07	Class A Common Stock	S	23395	$130.5494	Disposed	104364	Direct
2023-10-13	Class A Common Stock	G	155100	$0.00	Disposed	515044	Indirect
2023-10-13	Class A Common Stock	G	155100	$0.00	Acquired	160338	Indirect
2023-11-07	Class A Common Stock	S	24227	$130.5619	Disposed	136111	Indirect
2023-11-07	Class A Common Stock	S	50773	$131.3388	Disposed	85338	Indirect
2023-10-13	Class C Capital Stock	G	217760	$0.00	Disposed	516564	Indirect
2023-10-13	Class C Capital Stock	G	217760	$0.00	Acquired	565117	Direct
2023-10-13	Class C Capital Stock	G	219280	$0.00	Disposed	515044	Indirect
2023-10-13	Class C Capital Stock	G	219280	$0.00	Acquired	483560	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	337680	Indirect
Class A Common Stock	265676	Indirect
Class A Common Stock	265676	Indirect
Class C Capital Stock	265676	Indirect
Class C Capital Stock	265676	Indirect
Class C Google Stock Units	820	Direct
Class C Google Stock Units	1180	Direct
Class C Google Stock Units	2080	Direct
Class C Google Stock Units	2605	Direct

Footnotes

F1: Reflects an annuity payment on October 13, 2023 of 174,000 shares of Class A Common stock and 217,760 shares of Class C Capital stock from the 2021 RS Irrevocable Trust UAD 9/10/2021 (2021 GRAT) to the Reporting Person. The Reporting Person is both trustee and sole annuitant of the 2021 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).

F2: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $130.93 to $131.92, inclusive. The Reporting Person undertakes to provide to any security holder of Alphabet Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3), (5), and (6) to this Form 4.

F3: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $129.93 to $130.92, inclusive.

F4: Reflects an annuity payment on October 13, 2023 of 155,100 shares of Class A Common stock and 219,280 shares of Class C Capital stock from the 2021 VS Irrevocable Trust UAD 9/10/2021 (2021 VS GRAT) to the Reporting Person's spouse. The Reporting Person's spouse is both trustee and sole annuitant of the 2021 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.

F5: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $129.94 to $130.92, inclusive.

F6: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $130.94 to $131.93, inclusive.

F7: The Reporting Person is trustee and beneficiary of the 2022 RS Irrevocable Trust UAD 10/28

F8: The Reporting Person's spouse is trustee and beneficiary of the 2022 VS Irrevocable Trust UAD 10/28/2022.

F9: 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.

F10: 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.

F11: 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.

F12: 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.