Sec Form 4 Filing - SCHMIDT ERIC E @ Alphabet Inc. - 2015-11-25

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SCHMIDT ERIC E
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
X __ Officer (give title below) _____ Other (specify below)
Executive Chairman of Board
(Last) (First) (Middle)
C/O ALPHABET INC., 1600 AMPHITHEATRE PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
11/25/2015
(Street)
MOUNTAIN VIEW, CA94043
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 Restricted Stock Unit ( 1 ) 11/25/2015 F( 2 ) 2,866 D $ 769.63 74,014 D
Class A Restricted Stock Unit ( 1 ) 11/25/2015 C( 3 ) 2,626 D $ 0 71,388 D
Class A Common Stock ( 4 ) 11/25/2015 C( 3 ) 2,626 A $ 0 60,491 D
Class C Restricted Stock Unit ( 5 ) 11/25/2015 C( 3 ) 2,626 D $ 0 74,254 D
Class C Capital Stock 11/25/2015 C( 3 ) 2,626 A $ 0 1,257,984 D
Class C Restricted Stock Unit ( 5 ) 11/25/2015 F( 2 ) 2,866 D $ 748.28 71,388 D
Class C Capital Stock 148,588 I By Schmidt Investments LP
Class C Capital Stock 661,898 I By Schmidt Investments LP Fund II
Class C Capital Stock 2,464,691 I By The Schmidt Family Living Trust
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock $ 0 ( 6 ) ( 7 ) Class A Common Stock 1,194,309 1,194,309 D
Class B Common Stock $ 0 ( 6 ) ( 7 ) Class A Common Stock 148,182 148,182 I By Schmidt Investments LP
Class B Common Stock $ 0 ( 6 ) ( 7 ) Class A Common Stock 660,086 660,086 I By Schmidt Investments LP Fund II
Class B Common Stock $ 0 ( 6 ) ( 7 ) Class A Common Stock 2,457,932 2,457,932 I By Trust
Option to Purchase Class C Capital Stock $ 305.388 ( 8 ) 02/02/2021 Class C Capital Stock 181,840 181,840 D
Option To Purchase Class A Common Stock $ 306.612 ( 8 ) 02/02/2021 Class A Common Stock 181,840 181,840 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SCHMIDT ERIC E
C/O ALPHABET INC.
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA94043
X Executive Chairman of Board
Signatures
/s/ Valentina Margulis, as attorney-in-fact for Eric E. Schmidt 11/30/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The 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.
( 2 )Shares withheld to satisfy tax obligations arising out of vesting of GSUs.
( 3 )Vesting of GSUs grant of which was previously reported in Form 4.
( 4 )Each 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.
( 5 )This 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.
( 6 )All shares are exercisable as of the transaction date.
( 7 )There is no expiration date for the Issuer's Class B Common Stock.
( 8 )The 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.

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