SEC Form 4 · accession 0001127602-15-029005

Alphabet Inc. · GOOGL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

David C Drummond

Officer — SVP, Corporate Development

Period of report

Oct 12, 2015

Accepted (ET)

Oct 13, 2015 · 1:13 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001652044

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock	Oct 12, 2015	M	2,500	$0.00	A	2,645	D
Class C Capital Stock	Oct 12, 2015	M	2,500	$0.00	A	21,229	D
Class A Common Stock	Oct 12, 2015	S	2,645	$669.19	D	0	D
Class C Capital Stock	Oct 12, 2015	S	2,645	$642.09	D	18,584	D
Class A Common Stock	holding	—	—		—	2,090	I	By Spouse
Class C Capital Stock	holding	—	—		—	2,095	I	By Spouse
Class C Restricted Stock Unit^F1	holding	—	—		—	22,478	D
Class C Restricted Stock Unit^F2	holding	—	—		—	70,788	D
Class C Restricted Stock Unit^F3	holding	—	—		—	611	D
Class A Restricted Stock Unit^F1	holding	—	—		—	22,478	D
Class A Restricted Stock Unit^F4	holding	—	—		—	611	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Option To Purchase Class A Common Stock^F5	$154.5936	Oct 12, 2015	M	2,500	D	—	Mar 1, 2017	Class A Common Stock	2,500	22,500	D
Option to Purchase Class C Capital Stock^F5	$153.9765	Oct 12, 2015	M	2,500	D	—	Mar 1, 2017	Class C Capital Stock	2,500	22,500	D
Class B Common Stock^F6,F7	$0.00	holding	—	—	—	—	—	Class A Common Stock	21,332	21,332	D
Option to Purchase Class C Capital Stock	$316.9399	holding	—	—	—	Apr 25, 2016	Apr 4, 2022	Class C Capital Stock	44,955	44,955	D
Option to Purchase Class C Capital Stock	$316.9339	holding	—	—	—	Apr 25, 2015	Apr 4, 2022	Class C Capital Stock	8,646	8,646	D
Option to Purchase Class C Capital Stock^F8	$281.6107	holding	—	—	—	—	Dec 1, 2020	Class C Capital Stock	9,998	9,998	D
Option to Purchase Class C Capital Stock^F9	$286.5159	holding	—	—	—	—	Apr 6, 2021	Class C Capital Stock	29,288	29,288	D
Option to Purchase Class C Capital Stock^F10	$159.1411	holding	—	—	—	—	Mar 4, 2019	Class C Capital Stock	34,138	34,138	D
Option To Purchase Class A Common Stock	$318.2102	holding	—	—	—	Apr 25, 2016	Apr 4, 2022	Class A Common Stock	44,955	44,955	D
Option To Purchase Class A Common Stock	$318.2102	holding	—	—	—	Apr 25, 2015	Apr 4, 2022	Class A Common Stock	8,646	8,646	D
Option To Purchase Class A Common Stock^F11	$159.779	holding	—	—	—	—	Mar 4, 2019	Class A Common Stock	34,138	34,138	D
Option To Purchase Class A Common Stock^F12	$282.7394	holding	—	—	—	—	Dec 1, 2020	Class A Common Stock	9,998	9,998	D
Option To Purchase Class A Common Stock^F13	$287.6642	holding	—	—	—	—	Apr 6, 2021	Class A Common Stock	29,288	29,288	D

Explanation of responses

F1100% of the grant will vest on April 25, 2016, subject to continued employment on such vesting date.
F10The option vests as follows: 1/4th of the option vested on the one-year grant date anniversary and 1/48th of the grant vest each month thereafter, subject to the Reporting Person's continued employment on the applicable vesting dates.
F11The option vests as follows: 1/4th of the option vested on the one-year grant date anniversary and 1/48th of the grant vest each month thereafter, subject to the Reporting Person's continued employment on the applicable vesting dates.
F12The option vests as follows: 1/4th of the option vested on the one-year grant date anniversary and 1/48th of the grant vest each month thereafter, subject to the Reporting Person's continued employment on the applicable vesting dates.
F13The option provided for vesting as follows: 1/48th of the option shall vest on the vesting start date (1/6/12) and 1/48th each month thereafter, subject to the Reporting Person's continued employment on the applicable vesting dates.
F2100% of the grant will vest on April 25, 2018, subject to continued employment on such vesting date.
F3The Class C Restricted Stock Units ("Class C RSUs") entitle the Reporting Person to receive one share of Alphabet Inc.'s Class C Common Stock for each share underlying the Class C RSU as the Class C RSU vests. This grant vests as follows: 1/48th of the grant vested on the vesting start date (1/6/2012) and 1/48th of the grant vests each month thereafter, subject to the Reporting Person's continued employment on the applicable vesting dates.
F4The Class A Restricted Stock Units ("RSUs") entitle the Reporting Person to receive one share of Alphabet Inc.'s Class A Common Stock for each share underlying the RSU as the RSU vests.The RSUs vest as follows: 1/48th of the RSUs shall vest on the vesting start date (1/6/2012) and 1/48th each month thereafter, subject to the Reporting Person's continued employment on the applicable vesting dates.
F5The option is fully vested.
F6All shares are exercisable as of the transaction date.
F7There is no expiration date for Alphabet Inc.'s Class B Common Stock.
F8The option vests as follows: 1/4th of the option vested on the one-year grant date anniversary and 1/48th of the grant vest each month thereafter, subject to the Reporting Person's continued employment on the applicable vesting dates.
F9The option provided for vesting as follows: 1/48th of the option shall vest on the vesting start date (1/6/12) and 1/48th each month thereafter, subject to the Reporting Person's continued employment on the applicable vesting dates.

Remarks

As of October 2, 2015, Alphabet Inc. became the successor issuer to, and parent holding company of, Google Inc. pursuant to a holding company reorganization in which all of Google Inc.'s outstanding shares were automatically converted into equivalent corresponding shares of Alphabet Inc. All transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person.