SEC Form 4 · accession 0001127602-16-053639
Alphabet Inc. · GOOGL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eric E Schmidt
Officer — Executive Chairman of Board · Director
Period of report
May 25, 2016
Accepted (ET)
May 26, 2016 · 9:48 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 C Google Stock UnitF1,F2 | May 25, 2016 | C | 2,625 | $0.00 | D | 63,272 | D | |
| Class C Capital Stock | May 25, 2016 | C | 2,625 | $0.00 | A | 1,263,398 | D | |
| Class C Google Stock UnitF1,F2 | May 25, 2016 | F | 2,866 | $720.09 | D | 60,406 | D | |
| Class A Google Stock UnitF5 | May 25, 2016 | C | 2,625 | $0.00 | D | 63,272 | D | |
| Class A Common StockF6 | May 25, 2016 | C | 2,625 | $0.00 | A | 65,741 | D | |
| Class A Google Stock UnitF5 | May 25, 2016 | F | 2,866 | $733.03 | D | 60,406 | D | |
| Class C Capital Stock | holding | — | — | — | 148,588 | I | By Schmidt Investments LP | |
| Class C Capital Stock | holding | — | — | — | 641,628 | I | By Schmidt Investments LP Fund II | |
| Class C Capital Stock | holding | — | — | — | 2,438,866 | I | By The Schmidt Family Living Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF7,F8 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 1,194,309 | 1,194,309 | D |
| Class B Common StockF7,F8 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 148,182 | 148,182 | I |
| Class B Common StockF7,F8 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 639,816 | 639,816 | I |
| Class B Common StockF7,F8 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 2,432,107 | 2,432,107 | I |
| Option to Purchase Class C Capital StockF9,F10 | $305.388 | holding | — | — | — | — | Feb 2, 2021 | Class C Capital Stock | 181,840 | 181,840 | D |
| Option To Purchase Class A Common StockF10 | $306.612 | holding | — | — | — | — | Feb 2, 2021 | Class A Common Stock | 181,840 | 181,840 | D |
Explanation of responses
- F1On January 29, 2014, Google Inc. declared a stock dividend, as a result of which all holders of record of Class A Common Stock on March 27, 2014 received on April 2, 2014 one share of Class C Capital Stock for each share of Class A Common Stock outstanding (the "Stock Dividend"). These GSUs were previously reported as GSUs entitling the Reporting Person to receive one share of Google Inc.'s Class A Common Stock for each share underlying the GSU as the GSU vests. As a result of the Stock Dividend, these GSUs were adjusted and each share underlying the GSU now corresponds to one share of Class A Common Stock and one share of Class C Capital Stock.
- F10The option provided for vesting as follows: 25% of the option shall vest 12 months after vesting commencement date and 1/48th of shares shall vest each month thereafter until the option is fully vested, subject to continued employment with Google on the applicable vesting dates.
- F2This grant vests as follow: 1/16th of the grant will vest on May 25, 2015, and an additional 1/16th will vest quarterly on the 25th day of the month until GSUs are fully vested, subject to continued employment on such vesting dates.
- F3Vesting of GSUs grant of which was previously reported in Form 4.
- F4Shares withheld to satisfy tax obligations arising out of vesting of GSUs.
- F5The GSUs vest as follow: 1/16th of the GSUs will vest on May 25, 2015, and an additional 1/16th will vest quarterly on the 25th day of the month until GSUs are fully vested, subject to continued employment on such vesting dates.
- F6Each share of Class A Common Stock was issued upon the conversion of one share of Class B Common Stock at the election of Reporting Person.
- F7All shares are exercisable as of the transaction date.
- F8There is no expiration date for the Issuer's Class B Common Stock.
- F9On January 29, 2014, Google Inc. declared a stock dividend, as a result of which all holders of record of Class A Common Stock on March 27, 2014 received on April 2, 2014 one share of Class C Capital Stock for each share of Class A Common Stock outstanding (the "Stock Dividend"). This option was previously reported as an option for 181,840 shares of Class A Common Stock at an exercise price of $612.00 per share, but was adjusted to reflect the Stock Dividend. As a result of adjustment, the option now entitles the Reporting Person to exercise a portion of the option for 181,840 shares of Class C Capital Stock, and the exercise price has been adjusted so that the portion of the option covering Class A Common Stock now has an exercise price of $306.612 and the portion of the option covering Class C Capital Stock has an exercise price of $305.388 per share.