FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Drummond David C
2. Issuer Name and Ticker or Trading Symbol

Alphabet Inc. [ GOOG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
SVP, Corporate Development
(Last)          (First)          (Middle)

C/O ALPHABET INC., 1600 AMPHITHEATRE PKWY
3. Date of Earliest Transaction (MM/DD/YYYY)

1/2/2020
(Street)

MOUNTAIN VIEW, CA 94043
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 A Common Stock 1/2/2020  M  800 A$282.7394 800 D  
Class A Common Stock 1/2/2020  M  9762 A$287.6642 10562 D  
Class A Common Stock 1/2/2020  M  2882 A$318.2102 13444 D  
Class A Common Stock 1/2/2020  M  14985 A$318.2102 28429 D  
Class A Common Stock 1/2/2020  S  800 D$1348.1775 (1)27629 D  
Class A Common Stock 1/2/2020  S  400 D$1349.7119 (2)27229 D  
Class A Common Stock 1/2/2020  S  1636 D$1350.6668 (3)25593 D  
Class A Common Stock 1/2/2020  S  964 D$1351.416 (4)24629 D  
Class A Common Stock 1/2/2020  S  1099 D$1352.8819 (5)23530 D  
Class A Common Stock 1/2/2020  S  1422 D$1353.856 (6)22108 D  
Class A Common Stock 1/2/2020  S  2794 D$1354.8455 (7)19314 D  
Class A Common Stock 1/2/2020  S  1342 D$1355.6682 (8)17972 D  
Class A Common Stock 1/2/2020  S  1400 D$1356.9472 (9)16572 D  
Class A Common Stock 1/2/2020  S  2605 D$1358.1135 (10)13967 D  
Class A Common Stock 1/2/2020  S  2923 D$1358.8922 (11)11044 D  
Class A Common Stock 1/2/2020  S  1344 D$1360.081 (12)9700 D  
Class A Common Stock 1/2/2020  S  638 D$1361.2211 (13)9062 D  
Class A Common Stock 1/2/2020  S  885 D$1362.4433 (14)8177 D  
Class A Common Stock 1/2/2020  S  824 D$1363.5907 (15)7353 D  
Class A Common Stock 1/2/2020  S  900 D$1364.9689 (16)6453 D  
Class A Common Stock 1/2/2020  S  3991 D$1366.1746 (17)2462 D  
Class A Common Stock 1/2/2020  S  2462 D$1367.0917 (18)0 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Option to Purchase Class A Common Stock $318.2102 1/2/2020  M     2882   (19)4/4/2022 Class A Common Stock 2882 $0.00 0 D  
Option to Purchase Class A Common Stock $287.6642 1/2/2020  M     9762   (19)4/6/2021 Class A Common Stock 9762 $0.00 0 D  
Option to Purchase Class A Common Stock $282.7394 1/2/2020  M     800   (19)12/1/2020 Class A Common Stock 800 $0.00 5198 D  
Option to Purchase Class A Common Stock $318.2102 1/2/2020  M     14985   (19)4/4/2022 Class A Common Stock 14985 $0.00 0 D  
Option to Purchase Class A Common Stock $159.779            (19)3/4/2019 Class A Common Stock 0  0 D  
Class B Common Stock $0.00            (20) (21)Class A Common Stock 12500  12500 D  

Explanation of Responses:
(1) he price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1,347.79 to $1,348.7899, inclusive. The Reporting Person undertakes to provide to any security holder of Alphabet Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) through (18) to this Form 4.
(2) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1,349.18 to $1,350.17, inclusive.
(3) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1,350.21 to $1,351.20, inclusive.
(4) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1,351.22 to $1,352.21, inclusive.
(5) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1,352.34 to $1,353.33, inclusive.
(6) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1,353.36 to $1,354.35, inclusive.
(7) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1,354.43 to $1,355.42, inclusive.
(8) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1,355.43 to $1,356.42, inclusive.
(9) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1,356.44 to $1,357.43, inclusive.
(10) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1,357.51 to $1,358.50, inclusive.
(11) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1,358.52 to $1,359.51, inclusive.
(12) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1,359.59 to $1,360.58, inclusive.
(13) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1,360.65 to $1,361.64, inclusive.
(14) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1,362.06 to $1,363.05, inclusive.
(15) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1,363.29 to $1,364.28, inclusive.
(16) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1,364.59 to $1,365.58, inclusive.
(17) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1,365.67 to $1,366.66, inclusive.
(18) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1,366.73 to $1,367.72, inclusive.
(19) Option is fully vested.
(20) All shares are exercisable as of the transaction date.
(21) There is no expiration date for the Issuer's Class B Common Stock.

Remarks:
This Form 4 is one of two Form 4s filed on January 2, 2020 for transactions effected by the Reporting Person on the same day. All of the transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Drummond David C
C/O ALPHABET INC.
1600 AMPHITHEATRE PKWY
MOUNTAIN VIEW, CA 94043


SVP, Corporate Development

Signatures
/s/ Valentina Margulis, as Attorney-in-Fact for David C. Drummond1/2/2020
**Signature of Reporting PersonDate

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