Annual Statement of Changes in Beneficial Ownership (5)
February 09 2018 - 6:38PM
Edgar (US Regulatory)
FORM 5
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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).
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Form 3 Holdings Reported
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Form 4 Transactions Reported
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0362
Estimated average burden
hours per response...
1.0
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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
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1. Name and Address of Reporting Person
*
DOERR L JOHN
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2. Issuer Name
and
Ticker or Trading Symbol
Alphabet Inc. [GOOG]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ALPHABET INC., 1600 AMPHITHEATRE PKWY
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3. Statement for Issuer's Fiscal Year Ended
(MM/DD/YYYY)
12/31/2017
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(Street)
MOUNTAIN VIEW, CA 94043
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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3485
(1)
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D
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Class A Common Stock
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118653
(2)
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I
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The Benificus Foundation
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Class C Capital Stock
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836503
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I
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Vallejo Ventures Trust
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Class C Capital Stock
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115196
(2)
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I
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The Benificus Foundation
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Class C Capital Stock
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4725
(3)
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D
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Class C Google Stock Units
(4)
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67
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D
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Class C Google Stock Units
(5)
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316
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D
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Class C Google Stock Units
(6)
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253
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D
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Class C Google Stock Units
(7)
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342
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D
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Class B Common Stock
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$0.00
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(8)
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(9)
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Class A Common Stock
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1117447
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1117447
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I
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Vallejo Ventures Trust
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Explanation of Responses:
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(1)
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Includes 50 shares of Class A Common Stock issued upon vesting of Class A Google Stock Units (GSUs) in 2017, the grant of which was previously reported on Form 4s.
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(2)
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The Reporting Person is an officer and trustee of the Benificus Foundation and shares the investment authority over the shares held by the Benificus Foundation. The Reporting Person disclaims any pecuniary interest in the shares held by the Benificus Foundation.
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(3)
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Includes 503 shares of Class C Capital Stock issued upon vesting of Class C GSUs in 2017, the grant of which was previously reported on Form 4s.
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(4)
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1/48th of the grant vested on June 25, 2014 and an additional 1/48th will vest on the 25th day of each month thereafter, subject to continued service on the Board on such vesting dates.
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(5)
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1/48th of GSUs vested on July 25, 2016 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.
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(6)
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1/48th of GSUs vested on July 25, 2015 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.
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(7)
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1/48th of GSU grant vested on July 25, 2017 and an additional 1/48th will vest monthly on the 25th day of each month thereafter, subject to continued service on the Board on the applicable vesting dates.
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(8)
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Each share of Class B Common Stock is convertible at the option of the Reporting Person into one share of Class A Common Stock.
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(9)
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There is no expiration date for the Issuer's Class B Common Stock.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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DOERR L JOHN
C/O ALPHABET INC.
1600 AMPHITHEATRE PKWY
MOUNTAIN VIEW, CA 94043
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X
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Signatures
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/s/ Valentina Margulis, as Attorney-in-Fact for L. John Doerr
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2/9/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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