Filing Details

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

Names of Reporting Persons

Sergey Brin

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization

United States of America

Number of 

Shares 

Beneficially 

Owned by 

Each 

Reporting 

Person 

With: 

Sole Voting Power

19,168,466 of Class A Common Stock⁽¹⁾

19,168,466 of Class B Common Stock

Shared Voting Power

0

Sole Dispositive Power

19,168,466 of Class A Common Stock⁽¹⁾

19,168,466 of Class B Common Stock

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

19,168,466 of Class A Common Stock⁽¹⁾

19,168,466 of Class B Common Stock

Check the box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

Percent of Class Represented by Amount in Row (9)

6.0% of Class A Common Stock⁽¹⁾

41.8% of Class B Common Stock

Type of Reporting Person (See Instructions)

IN

Comprises 19,168,466 shares of Class B Common Stock held directly by Mr. Brin. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights (noted above) and voting rights. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. Ownership of Class A Common Stock assumes conversion of all such Reporting Persons shares of Class B Common Stock into shares of Class A Common Stock. The percentage reported does not reflect the ten-for-one voting power of the Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this report and is based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock beneficially owned by the Reporting Person (assuming conversion of all shares of Class B Common Stock beneficially owned by the Reporting Person into Class A Common stock) by (b) the sum of (i) 300,729,082 shares of Class A Common Stock outstanding as of December 31, 2020, as reported by the Issuer to the Reporting Person, and (ii) 19,168,466 shares of Class B Common Stock beneficially owned by the Reporting Person.

Name of Issuer: Alphabet Inc.

Address of Issuers Principal Executive Offices:

Name of Person Filing: Sergey Brin

Address of Principal Business Office or, if none, Residence:

Citizenship: United States of America

Title of Class of Securities:

CUSIP No.:

If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Ownership.

(a)   Amount beneficially owned:

(b)   Percent of class:

(c)   Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote

(ii)  Shared power to vote or to direct the vote

(iii)  Sole power to dispose or to direct the disposition of

(iv) Shared power to dispose or to direct the disposition of

Assumes conversion of all such Reporting Persons shares of Class B Common Stock into shares of Class A Common Stock. The percentage is based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock beneficially owned by the Reporting Person (assuming conversion of all shares of Class B Common Stock beneficially owned by the Reporting Person into Class A Common stock) by (b) the sum of (i) 300,729,082 shares of Class A Common Stock outstanding as of December 31, 2020, as reported by the Issuer to the Reporting Person, and (ii) 19,168,466 shares of Class B Common Stock beneficially owned by the Reporting Person.

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.

Dated: February 10, 2021

/s/ Kent Walker

Pursuant to a power of attorney dated as of October 2, 2015, which was filed with the Securities and Exchange Commission as an attachment to a Schedule 13G/A filed with respect to Mr. Brin on February 11, 2016, File No. 005-89274.