FORM 5
[ ] 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
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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 *

DOERR L JOHN

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)

(Last)          (First)          (Middle)

C/O ALPHABET INC.,  1600 AMPHITHEATRE PKWY

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2017 
(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)
Amount (A) or (D) Price
Class A Common Stock                 3485   (1) D    
Class A Common Stock                 118653   (2) I   The Benificus Foundation  
Class C Capital Stock                 836503   I   Vallejo Ventures Trust  
Class C Capital Stock                 115196   (2) I   The Benificus Foundation  
Class C Capital Stock                 4725   (3) D    
Class C Google Stock Units   (4)               67   D    
Class C Google Stock Units   (5)               316   D    
Class C Google Stock Units   (6)               253   D    
Class C Google Stock Units   (7)               342   D    

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. 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 Date
(MM/DD/YYYY)
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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock   $0.00                   (8)   (9) Class A Common Stock   1117447     1117447   I   Vallejo Ventures Trust  

Explanation of Responses:
(1)  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.
(2)  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.
(3)  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.
(4)  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.
(5)  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.
(6)  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.
(7)  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.
(8)  Each share of Class B Common Stock is convertible at the option of the Reporting Person into one share of Class A Common Stock.
(9)  There is no expiration date for the Issuer's Class B Common Stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DOERR L JOHN
C/O ALPHABET INC.
1600 AMPHITHEATRE PKWY
MOUNTAIN VIEW, CA 94043
X



Signatures
/s/ Valentina Margulis, as Attorney-in-Fact for L. John Doerr 2/9/2018
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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