| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
| Form 4 Transactions Reported. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Alphabet Inc. [ GOOG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2022 | ||||||||||||||||||||||||||
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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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Class A Common Stock | 182,240 | D | |||||||||||||
| Class A Common Stock | 337,680 | I | By Limited Partnership | ||||||||||||
| Class A Common Stock | 160,820 | I | By spouse | ||||||||||||
| Class A Common Stock | 734,324 | I | Ram Shriram TR UA 09/10/2021 2021 RS Irrevocable Trust(1) | ||||||||||||
| Class A Common Stock | 734,324 | I | Vijay Shriram TR UA 09/10/2021 2021 VS Irrevocable Trust(2) | ||||||||||||
| Class A Common Stock | 265,676 | I | 2022 RS Irrevocable Trust UAD 10/28/2022(1) | ||||||||||||
| Class A Common Stock | 265,676 | I | 2022 VS Irrevocable Trust UAD 10/28/2022(2) | ||||||||||||
| Class C Capital Stock | 265,676 | I | 2022 RS Irrevocable Trust UAD 10/28/2022(1) | ||||||||||||
| Class C Capital Stock | 265,676 | I | 2022 VS Irrevocable Trust UAD 10/28/2022(2) | ||||||||||||
| Class C Capital Stock | 734,324 | I | Vijay Shriram TR UA 09/10/2021 2021 VS Irrevocable Trust(2) | ||||||||||||
| Class C Capital Stock | 734,324 | I | Ram Shriram TR UA 09/10/2021 2021 RS Irrevocable Trust(1) | ||||||||||||
| Class C Capital Stock | 338,600 | I | By Limited Partnership | ||||||||||||
| Class C Capital Stock | 264,280 | I | By Spouse | ||||||||||||
| Class C Capital Stock | 344,380 | D | |||||||||||||
| Class C Google Stock Units(3) | 800 | D | |||||||||||||
| Class C Google Stock Units(4) | 1,760 | D | |||||||||||||
| Class C Google Stock Units(5) | 1,840 | D | |||||||||||||
| Class C Google Stock Units(6) | 2,740 | 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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Explanation of Responses: |
| 1. On December 29, 2021, the Reporting Person contributed 50,000 shares of each Class A common stock and Class C capital stock to the 2021 RS Irrevocable Trust UAD 9/10/2021 (2021 GRAT) of which the Reporting Person is the sole trustee retaining investment control over the shares held by the 2021 GRAT, and the sole recipient of the annuity payments made by the 2021 GRAT. The 50,000 shares of each Class A and Class C were transferred prior to a 20-to-one stock split effected in the form of a one-time special stock dividend on July 15, 2022. On November 1, 2022, in satisfaction of the first annual annuity payment from the 2021 GRAT, the Reporting Person transferred 265,676 shares of each Class A and Class C stock to his individual account and immediately transferred the same 265,676 shares of each Class A and Class C stock to the 2022 RS Irrevocable Trust UAD 10/28/2022, a new 5-year GRAT (New GRAT), of which he is the sole trustee and the sole recipient of the annuity payments. |
| 2. On December 29, 2021, the Reporting Person's spouse contributed 50,000 shares of each Class A common stock and Class C capital stock to the 2021 VS Irrevocable Trust UAD 9/10/2021 (2021 VS GRAT) of which the Reporting Person's spouse is the sole trustee, and the sole recipient of the annuity payments made by the 2021 VS GRAT. The 50,000 shares of each Class A and Class C were transferred prior to a 20-to-one stock split effected in the form of a one-time special stock dividend on July 15, 2022. On November 1, 2022, in satisfaction of the first annual annuity payment from the 2021 VS GRAT, the Reporting Person's spouse transferred 265,676 shares of each Class A and Class C stock to her individual account and immediately transferred the same 265,676 shares of each Class A and Class C stock to the 2022 VS Irrevocable Trust UAD 10/28/2022, a new 5-year VS GRAT (New VS GRAT), of which she is the sole trustee and the sole recipient of the annuity payments. |
| 3. 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 will vest on July 25, 2019 and an additional 1/48th of GSUs will vest monthly thereafter, subject to continued service on the Board on the applicable vesting dates. |
| 4. 1/48th of GSU grant will vest 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. |
| 5. 1/48th of GSU grant will vest on July 25, 2021 and an additional 1/48th of GSUs will vest monthly thereafter, subject to continued service on the Board on the applicable vesting dates. |
| 6. 1/48th of GSU grant will vest on July 25, 2022 and an additional 1/48th of GSUs will vest monthly thereafter, subject to continued service on the Board on the applicable vesting dates. |
| Remarks: |
| The amount of securities beneficially owned as reported in this Form 5 is as of the fiscal year ended December 31, 2022, and therefore reflects the effect of a 20-to-one stock split effected in the form of a one-time special stock dividend on July 15, 2022. |
| /s/ Valentina Margulis, as Attorney-in-Fact for K. Ram Shriram | 02/13/2023 | |
| ** 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. | ||