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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Sergey Brin
  2. Issuer Name and Ticker or Trading Symbol
Alphabet Inc. [GOOG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 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)
04/13/2022
(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 (1) 04/13/2022   S   400 D $ 2,598.325 (2) 2,310 D  
Class A Common Stock 04/13/2022   S   1,010 D $ 2,599.5213 (3) 1,300 D  
Class A Common Stock 04/13/2022   S   500 D $ 2,600.452 (4) 800 D  
Class A Common Stock 04/13/2022   S   600 D $ 2,601.6983 (5) 200 D  
Class A Common Stock 04/13/2022   S   100 D $ 2,603.14 100 D  
Class A Common Stock 04/13/2022   S   100 D $ 2,604.73 0 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Class B Common Stock $ 0               (6)   (7) Class A Common Stock 18,509,696   18,509,696 D  
Class B Common Stock $ 0               (6)   (7) Class A Common Stock 8,635   8,635 I SMB Pacific 2021 Charitable Remainder Unitrust I
Class B Common Stock $ 0               (6)   (7) Class A Common Stock 8,635   8,635 I SMB Pacific 2021 Charitable Remainder Unitrust II

Reporting Owners

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

Signatures

 /s/ Valentina Margulis, as Attorney-in-Fact for Sergey Brin   04/15/2022
**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) Each share of Class A Common Stock was issued upon the conversion of one share of Class B Common Stock at the election of Reporting Person.
(2) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2,598.02 to $2,599.02, 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 (2) through (5) to this Form 4.
(3) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2,599.13 to $2,600.13, inclusive.
(4) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2,600.13 to $2,601.13, inclusive.
(5) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2,601.35 to $2,602.35, inclusive.
(6) All shares are exercisable as of the transaction date.
(7) There is no expiration date for the Issuer's Class B Common Stock.
 
Remarks:
All transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person. Related transactions effected by the Reporting Person on April 13, 2022 are reported on additional Form 4.

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