Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * Shriram Kavitark Ram 2. Issuer Name and Ticker or Trading Symbol Alphabet Inc. [GOOGL] 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. Date of Earliest Transaction (Month/Day/Year) 12/10/2024 (Street) MOUNTAIN VIEW, CA 94043 4. If Amendment, Date 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 (City) (State) (Zip) 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 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 12/10/2024 S 37,134 D $185.0246(1) 282,832 D Class A Common Stock 12/10/2024 S 35,366 D $185.0087(2) 267,700 I By Spouse Class A Common Stock 337,680 I By Limited Partnership Class A Common Stock 320,864 I Ram Shriram TR UA 09/10/2021 2021 RS Irrevocable Trust(3) Class A Common Stock 319,344 I Vijay Shriram TR UA 09/10/2021 2021 VS Irrevocable Trust(4) Class A Common Stock 220,410 I 2022 RS Irrevocable Trust UAD 10/28/2022(5) Class A Common Stock 220,410 I 2022 VS Irrevocable Trust UAD 10/28/2022(6) Class C Capital Stock 220,410 I 2022 RS Irrevocable Trust UAD 10/28/2022(5) Class C Capital Stock 220,410 I 2022 VS Irrevocable Trust UAD 10/28/2022(6) Class C Capital Stock 319,344 I Vijay Shriram TR UA 09/10/2021 2021 VS Irrevocable Trust(4) Class C Capital Stock 320,864 I Ram Shriram TR UA 09/10/2021 2021 RS Irrevocable Trust(3) Class C Capital Stock 338,600 I By Limited Partnership Class C Capital Stock 724,526 I By Spouse Class C Capital Stock 811,397 D Class C Google Stock Units(7) 421 D Class C Google Stock Units(8) 1,243 D Class C Google Stock Units(9) 1,839 D Class C Google Stock Units(10) 1,752 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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.	SEC 1474 (9-02)

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 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

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Shriram Kavitark Ram C/O ALPHABET INC. 1600 AMPHITHEATRE PKWY MOUNTAIN VIEW, CA 94043	X

Signatures

/s/ Valentina Margulis, as Attorney-in-Fact for K. Ram Shriram	12/10/2024
**Signature of Reporting Person	Date

Explanation of Responses:

*	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).
(1)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $185.00 to $185.99, inclusive. The Reporting Person undertakes to provide to any security holder of 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 (1) and (2) to this Form 4.
(2)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $185.00 to $185.99, inclusive.
(3)	The Reporting Person is both trustee and sole annuitant of the 2021 GRAT.
(4)	The Reporting Person's spouse is both trustee and sole annuitant of the 2021 VS GRAT.
(5)	The Reporting Person is trustee and beneficiary of the 2022 RS Irrevocable Trust UAD 10/28/2022.
(6)	The Reporting Person's spouse is trustee and beneficiary of the 2022 VS Irrevocable Trust UAD 10/28/2022.
(7)	The Class C Google Stock Units (GSU) entitle the Reporting Person to receive one share of Alphabet Inc. Class C Capital Stock for each share underlying the GSU as GSU vest. 1/48th of GSU grant vested on July 25, 2021 and an additional 1/48th of GSUs will vest monthly thereafter, subject to continued service on the Board on the applicable vesting dates.
(8)	1/48th of GSU grant vested on July 25, 2022 and an additional 1/48th of GSUs will vest monthly thereafter, subject to continued service on the Board on the applicable vesting dates.
(9)	1/48th of GSUs vested on July 25, 2023 and an additional 1/48th of GSUs vests on the 25th day of each month thereafter, subject to continued service on the Board on the applicable vesting dates.
(10)	1/48 of GSUs will vest on the 25th day of each month following the grant date (July 3, 2024) for 31 months and on the 1st day of each month for the following 17 months, subject to continued service on the Board on the applicable vesting dates.
Remarks: All transactions reported in this Form 4 were effected pursuant to Rule 10b5-1 Trading Plans adopted by the Reporting Person and the Reporting Person's spouse on May 30, 2024.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

Public link

Please use the above public link if you want to share this noodl on another website.