SEC Form 4
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*
Schindler Philipp
(Last) (First) (Middle)
C/O ALPHABET INC.
1600 AMPHITHEATRE PKWY
(Street)
MOUNTAIN VIEW CA 94043
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Alphabet Inc. [ GOOGL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Chief Business Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/16/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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) 12/16/2024 A 13(2) A $0 13,204(3) D
Class C Google Stock Units(4) 12/16/2024 A 91(2) A $0 90,417(5) D
Class C Google Stock Units(6) 12/16/2024 A 110(2) A $0 109,044(7) D
Class C Capital Stock 621,663 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 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 vests. 1/12th of the GSU grant vested on March 25, 2022 and an additional 1/12th will vest quarterly thereafter until fully vested, subject to continued employment on the applicable vesting dates.
2. Represents the dividend equivalent unit (DEU) that accrued on the Reporting Person's GSUs held as of December 9, 2024, in connection with the cash dividend that was declared by Alphabet Inc. and distributed on December 16, 2024. This DEU will vest on the same schedule as the GSUs on which the DEU 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 45 DEUs and 13,160 GSUs. Each of the DEUs and each of the GSUs entitles the Reporting Person to receive one share of Alphabet Inc. Class C capital stock for each share underlying the GSU or DEU (as applicable) as each GSU or DEU (as applicable) vests.
4. 1/6th of the GSU grant vested on June 25, 2023 and an additional 1/12th of the grant vests quarterly thereafter until fully vested, subject to continuing employment on the applicable vesting dates.
5. Consists of 305 DEUs and 90,112 GSUs. Each of the DEUs and each of the GSUs entitles the Reporting Person to receive one share of Alphabet Inc. Class C capital stock for each share underlying the GSU or DEU (as applicable) as each GSU or DEU (as applicable) vests.
6. 1/6th of the GSU grant will vest on June 25, 2024; 1/12th of the GSU grant will vest on September 25, 2024, and an additional 1/12th of the grant will vest quarterly thereafter on the 25th day of the month until fully vested, subject to continued employment on the applicable vesting dates.
7. Consists of 368 DEUs and 108,676 GSUs. Each of the DEUs and each of the GSUs entitles the Reporting Person to receive one share of Alphabet Inc. Class C capital stock for each share underlying the GSU or DEU (as applicable) as each GSU or DEU (as applicable) vests.
/s/ Valentina Margulis, as Attorney-in-Fact for Philipp Schindler 12/17/2024
** 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.
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