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 *

Brin Sergey
2. Issuer Name and Ticker or Trading Symbol

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

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

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

9/8/2021
(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)9/8/2021  C  13889 A$0.00 13889 D  
Class A Common Stock 9/8/2021  S  200 D$2860.795 (2)13689 D  
Class A Common Stock 9/8/2021  S  200 D$2861.795 (3)13489 D  
Class A Common Stock 9/8/2021  S  296 D$2863.3598 (4)13193 D  
Class A Common Stock 9/8/2021  S  157 D$2864.1711 (5)13036 D  
Class A Common Stock 9/8/2021  S  548 D$2865.6065 (6)12488 D  
Class A Common Stock 9/8/2021  S  700 D$2866.5071 (7)11788 D  
Class A Common Stock 9/8/2021  S  2043 D$2867.7414 (8)9745 D  
Class A Common Stock 9/8/2021  S  800 D$2868.9138 (9)8945 D  
Class A Common Stock 9/8/2021  S  1334 D$2869.9776 (10)7611 D  
Class A Common Stock 9/8/2021  S  1501 D$2871.0838 (11)6110 D  
Class A Common Stock 9/8/2021  S  1040 D$2872.0708 (12)5070 D  
Class A Common Stock 9/8/2021  S  1480 D$2872.9862 (13)3590 D  
Class A Common Stock 9/8/2021  S  300 D$2874.23 (14)3290 D  
Class A Common Stock 9/8/2021  S  300 D$2875.7033 (15)2990 D  
Class A Common Stock 9/8/2021  S  490 D$2876.7884 (16)2500 D  
Class A Common Stock 9/8/2021  S  700 D$2877.9329 (17)1800 D  
Class A Common Stock 9/8/2021  S  600 D$2879.1883 (18)1200 D  
Class A Common Stock 9/8/2021  S  100 D$2879.79 1100 D  
Class A Common Stock 9/8/2021  S  300 D$2881.98 (19)800 D  
Class A Common Stock 9/8/2021  S  300 D$2882.64 (20)500 D  
Class A Common Stock 9/8/2021  S  400 D$2884.0275 (21)100 D  
Class A Common Stock 9/8/2021  S  100 D$2885.58 0 D  
Class C Capital Stock         19007490 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
Class B Common Stock $0.00 9/8/2021  S     13889   (22) (23)Class A Common Stock 13889 $0.00 18947421 D  

Explanation of Responses:
(1) Each share of Class A Common Stock was issued upon the conversion of one share of Class B Common Stock at the election of the Reporting Person.
(2) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2,860.38 to $2,861.37, inclusive. 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 (2) through (21) to this Form 4.
(3) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2,861.74 to $2,862.73, inclusive.
(4) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2,862.87 to $2,863.86, inclusive.
(5) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2,864.07 to $2,865.06, inclusive.
(6) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2,866.12 to $2,867.11, inclusive.
(7) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2,866.26 to $2,867.25, inclusive.
(8) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2,867.86 to $2,868.85, inclusive.
(9) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2,868.44 to $2,869.43, inclusive.
(10) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2,869.44 to $2,870.43, inclusive.
(11) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2,870.54 to $2,871.55, inclusive.
(12) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2,871.61 to $2,872.60, inclusive.
(13) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2,872.61 to $2,873.60, inclusive.
(14) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2,873.92 to $2,874.91, inclusive.
(15) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2,875.35 to $2,876.34, inclusive.
(16) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2,876.50 to $2,877.49, inclusive.
(17) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2,877.51 to $2,878.50, inclusive.
(18) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2,878.67 to $2,879.66, inclusive.
(19) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2,881.57 to $2,882.56, inclusive.
(20) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2,882.60 to $2,883.59, inclusive.
(21) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2,883.71 to $2,884.70, inclusive.
(22) All shares are exercisable as of the transaction date.
(23) There is no expiration date for the Issuer's Class B Common Stock.

Remarks:
Related transactions effected by the Reporting Person on September 8, 2021 are reported on additional Form 4s. All transactions were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person.

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


Signatures
/s/ Valentina Margulis as Attorney-in-Fact for Sergey Brin9/10/2021
**Signature of Reporting PersonDate

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