GOOG Alphabet Inc

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 * O'Toole Amie Thuener	2. Issuer Name and Ticker or Trading Symbol Alphabet Inc. [ GOOG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) VP, Chief Accounting Officer
(Last)          (First)          (Middle) C/O ALPHABET INC., 1600 AMPHITHEATRE PKWY	3. Date of Earliest Transaction (MM/DD/YYYY) 5/25/2023
(Street) MOUNTAIN VIEW, CA 94043	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
(City)        (State)        (Zip)	Rule 10b5-1(c) Transaction Indication ☐ 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.

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 C Capital Stock	5/25/2023		C(1)		850	A	$0.00	26787	D
Class C Google Stock Units (2)	5/25/2023		C(1)		807	D	$0.00	11913	D
Class C Google Stock Units (2)	5/25/2023		F(3)		793	D	$121.64	11120	D
Class C Google Stock Units (4)	5/25/2023		C(1)		43	D	$0.00	646	D
Class C Google Stock Units (4)	5/25/2023		F(3)		43	D	$121.64	603	D
Class C Google Stock Units (5)								38564	D
Class A Common Stock								8940	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 Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. 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 Date		7. 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:
(1)	Vesting of Google Stock Units ("GSUs") grant of which was previously reported in Form 4.
(2)	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 GSU grant will vest on the 25th day of the month 12 months after the grant date and an additional 1/12th will vest monthly on the 25th day of the month until the units are fully vested, subject to continued employment on such vesting dates.
(3)	Shares withheld to satisfy tax obligations arising out of vesting of GSUs.
(4)	1/4th of GSUs shall vest on the 25th day of the month of the Vesting Start Date and an additional 1/12th will vest monthly on the 25th day of the month thereafter until the units are fully vested, subject to continued employment on such vesting dates.
(5)	1/14th of GSUs shall vest on the 25th day of the month 10 month after the Vesting Start Date and an additional 1/14th will vest monthly on the 25th day of the month until the units are fully vested, subject to continued employment on such vesting dates.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
O'Toole Amie Thuener C/O ALPHABET INC. 1600 AMPHITHEATRE PKWY MOUNTAIN VIEW, CA 94043			VP, Chief Accounting Officer

Signatures
/s/ Valentina Margulis, as Attorney-in-Fact for Amie Thuener O'Toole		5/26/2023
**Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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