Sundar Pichai - 12 Jan 2022 Form 4 Insider Report for Alphabet Inc. (GOOGL)

Role: Chief Executive Officer, Director
Signature: /s/ Valentina Margulis, as Attorney-in-Fact for Sundar Pichai
Issuer symbol: GOOGL
Transactions as of: 12 Jan 2022
Net transactions value: -$95,808,375
Form type: 4
Filing time: 14 Jan 2022, 15:17:10 UTC
Previous filing: 05 Jan 2022
Next filing: 20 Jan 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GOOG	Class C Capital Stock	Award	$0	+69,004	+111%	$0.000000	131,113	12 Jan 2022	Direct	F1
transaction	GOOG	Class C Capital Stock	Tax liability	$95,808,375	-34,213	-26%	$2800.35^*	96,900	12 Jan 2022	Direct	F2
holding	GOOG	Class A Common Stock						3,257	12 Jan 2022	Direct
holding	GOOG	Class C Google Stock Units						30,669	12 Jan 2022	Direct	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	GOOG	Option to Purchase Class A Common Stock						8,646	12 Jan 2022	Class A Common Stock	8,646	$318.21	Direct	F4
holding	GOOG	Option to Purchase Class C Capital Stock						8,646	12 Jan 2022	Class C Capital Stock	8,646	$316.94	Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The shares were acquired upon the certification by the Leadership Development and Compensation Committee of the satisfaction of performance criteria underlying a previously made award of performance-based stock units ("PSUs") granted to the Reporting Person on December 19, 2019 under the terms of Alphabet's Amended and Restated 2012 Stock Plan. Mr. Pichai's Tranche A award provides that if Alphabet's relative total shareholder return (TSR) performance is at or above the 75th percentile of the companies in the S&P 100 for a two-year performance period ending December 31, 2021, the maximum number of PSUs vest in full. Alphabet's TSR for the two-year performance period was 123.62%, which ranked Alphabet at the 96th percentile relative to companies in the S&P 100.
F2	Shares withheld to satisfy tax obligations arising out of vesting of the Reporting Person's PSUs.
F3	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 vests. 1/12th of the GSUs vested on March 25, 2020 and an additional 1/12th of the GSUs will vest quarterly thereafter until the GSUs are fully vested, subject to continuing employment on the applicable vesting dates.
F4	Option is fully vested.