Sundar Pichai - Jan 5, 2023 Form 4 Insider Report for Alphabet Inc. (GOOG)

Role
Chief Executive Officer, Director
Signature
/s/ Valentina Margulis, as Attorney-in-Fact for Sundar Pichai
Stock symbol
GOOG
Transactions as of
Jan 5, 2023
Transactions value $
-$58,362,664
Form type
4
Date filed
1/6/2023, 06:48 PM
Previous filing
Dec 28, 2022
Next filing
Mar 28, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GOOG Class C Capital Stock Award $0 +1.33M +70.28% $0.00 3.22M Jan 5, 2023 Direct F1
transaction GOOG Class C Capital Stock Tax liability -$58.4M -658K -20.41% $88.71 2.57M Jan 5, 2023 Direct F2
holding GOOG Class A Common Stock 228K Jan 5, 2023 Direct
holding GOOG Class C Google Stock Units 893K Jan 5, 2023 Direct F3
* 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, Inclusion and Compensation Committee of Alphabet Inc. for the satisfaction of performance criteria underlying a previously-made award of performance stock units ("PSUs") granted to the Reporting Person on December 19, 2019 under the terms of Alphabet's Amended and Restated 2012 Stock Plan and applicable PSU award agreement. Mr. Pichai's Tranche B award provides that if Alphabet's total shareholder return (relative to S&P 100 companies) ("TSR" ) performance is between the 50th percentile (for 100% payout) and 75th percentile (for the maximum 200% payout) for the three-year performance period ending December 31, 2022, the PSU payout will be determined by linear interpolation. Alphabet's TSR for the three-year performance period was 47.53%, which ranked Alphabet's TSR at the 73.20th percentile, resulting in a payout of 192.78% or 1,330,260 shares.
F2 Shares withheld to satisfy tax obligations arising out of vesting of the Reporting Person's PSUs.
F3 1/12th of the GSUs will vest on March 25, 2023 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.