SEC Form 4 · accession 0001127602-15-029676

Alphabet Inc. · GOOGL

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

Reporting owner

Sundar Pichai

Officer — CEO, Google Inc.

Period of report

Oct 26, 2015

Accepted (ET)

Oct 28, 2015 · 2:57 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
Class C Restricted Stock Unit^F1	Oct 26, 2015	C	603	$0.00	D	53,719	D
Class C Capital Stock	Oct 26, 2015	C	603	$0.00	A	14,275	D
Class C Restricted Stock Unit^F1	Oct 26, 2015	F	660	$702.00	D	53,059	D
Class A Restricted Stock Unit^F1	Oct 26, 2015	C	603	$0.00	D	53,719	D
Class A Common Stock	Oct 26, 2015	C	603	$0.00	A	2,335	D
Class A Restricted Stock Unit^F1	Oct 26, 2015	F	660	$719.33	D	53,059	D
Class C Restricted Stock Unit^F4	holding	—	—		—	957	D
Class C Restricted Stock Unit^F5	holding	—	—		—	88,485	D
Class C Restricted Stock Unit^F6	holding	—	—		—	353,939	D
Class C Restricted Stock Unit^F7	holding	—	—		—	124,513	D
Class A Restricted Stock Unit^F8	holding	—	—		—	957	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^F9	$318.2102	holding	—	—	—	—	Apr 4, 2022	Class A Common Stock	8,646	8,646	D
Option To Purchase Class A Common Stock^F9	$218.5563	holding	—	—	—	—	Jul 29, 2019	Class A Common Stock	2,436	2,436	D
Option To Purchase Class A Common Stock^F9	$253.6664	holding	—	—	—	—	Aug 4, 2020	Class A Common Stock	1,459	1,459	D
Option to Purchase Class C Capital Stock^F9	$316.9399	holding	—	—	—	—	Apr 4, 2022	Class C Capital Stock	8,646	8,646	D
Option to Purchase Class C Capital Stock^F9	$217.6838	holding	—	—	—	—	Jul 29, 2019	Class C Capital Stock	2,436	2,436	D
Option to Purchase Class C Capital Stock^F9	$252.6537	holding	—	—	—	—	Aug 4, 2020	Class C Capital Stock	1,459	1,459	D

Explanation of responses

F1The GSUs vest at a rate of 1/72 per month, subject to continued employment on the applicable vesting dates.
F2Vesting of GSUs grant of which was previously reported in Form 4.
F3Shares withheld to satisfy tax obligations arising out of vesting of GSUs.
F4The GSUs entitle the Reporting Person to receive one share of Alphabet Inc.'s Class C Capital Stock for each share underlying the GSU as the GSU vests. The GSUs vest at a rate of 1/16th per quarter, subject to continued employment on the applicable vesting dates.
F550% of the grant will vest on April 25, 2016 and 50% of the grant will vest on April 25, 2017, subject to continued employment on such dates.
F6100% of the grant will vest on April 25, 2018, subject to continued employment on such date.
F7The GSUs vest at a rate of 1/8th per quarter, subject to continued employment on the applicable vesting dates.
F8The Google Stock Units ("GSUs") entitle the Reporting Person to receive one share of Alphabet Inc.'s Class A Common Stock for each share underlying the GSU as the GSU vests. The GSUs vest at a rate of 1/16th per quarter, subject to continued employment on the applicable vesting dates.
F9Option is fully vested.

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.