SEC FORM 5

SEC FORM 5 SEC Form 5

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.

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Shriram Kavitark Ram

(Last)

(First)

(Middle)

C/O ALPHABET INC.,

1600 AMPHITHEATRE PKWY

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Alphabet Inc. [ GOOG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock							145,266	D
Class A Common Stock							337,680	I	By Limited Partnership
Class A Common Stock							125,366	I	By spouse
Class A Common Stock							516,564	I	Ram Shriram TR UA 09/10/2021 2021 RS Irrevocable Trust
Class A Common Stock							515,044	I	Vijay Shriram TR UA 09/10/2021 2021 VS Irrevocable Trust
Class A Common Stock							220,410	I	2022 RS Irrevocable Trust UAD 10/28/2022
Class A Common Stock							220,410	I	2022 VS Irrevocable Trust UAD 10/28/2022
Class C Capital Stock							220,410	I	2022 RS Irrevocable Trust UAD 10/28/2022
Class C Capital Stock							220,410	I	2022 VS Irrevocable Trust UAD 10/28/2022
Class C Capital Stock							515,044	I	Vijay Shriram TR UA 09/10/2021 2021 VS Irrevocable Trust
Class C Capital Stock							516,564	I	Ram Shriram TR UA 09/10/2021 2021 RS Irrevocable Trust
Class C Capital Stock							338,600	I	By Limited Partnership
Class C Capital Stock							528,826	I	By Spouse
Class C Capital Stock							612,861⁽¹⁾	D
Class C Google Stock Units⁽²⁾							620	D
Class C Google Stock Units⁽³⁾							1,060	D
Class C Google Stock Units⁽⁴⁾							1,960	D
Class C Google Stock Units⁽⁵⁾							2,486	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Includes 3,855 shares of Class C Stock issued upon vesting of Class C Google Stock Units (GSUs) in 2023, the grant of which was previously reported on Form 4s.

2. The Google Stock Units ("GSUs") entitle the Reporting Person to receive one share of Alphabet Inc. Class C Capital Stock for each share underlying the GSU as GSU vests. 1/48th of GSUs vested on July 25, 2020 and an additional 1/48th of GSUs will vest monthly thereafter until the GSUs are fully vested, subject to continued service on such vesting dates.

3. 1/48th of GSUs vested on July 25, 2021 and an additional 1/48th of GSUs will vest monthly thereafter until the GSUs are fully vested, subject to continued service on such vesting dates.

4. 1/48th of GSUs vested on July 25, 2022 and an additional 1/48th of GSUs will vest monthly thereafter until the GSUs are fully vested, subject to continued service on such vesting dates.

5. 1/48th of GSUs vested on July 25, 2023 and an additional 1/48th of GSUs will vest monthly thereafter until the GSUs are fully vested, subject to continued service on such vesting dates.

Remarks:

	/s/ Valentina Margulis, as Attorney-in-Fact for K. Ram Shriram	02/13/2024
	** 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).
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