The remainder of this cover page shall be filled out for a reporting person’s 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

 363,474,028 of Class A Common Stock⁽¹⁾⁽²⁾

 363,474,028 of Class B Common Stock⁽²⁾

 Shared Voting Power

 0

 Sole Dispositive Power

 363,474,028 of Class A Common Stock^{(1) (2)}

 363,474,028 of Class B Common Stock⁽²⁾

 Shared Dispositive Power

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 363,474,028 of Class A Common Stock⁽¹⁾⁽²⁾

 363,474,028 of Class B Common Stock ⁽²⁾

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

 ☐

 Percent of Class Represented by Amount in Row (9)

 6.16% of Class A Common Stock^{(1) (2)}

 41.77% of Class B Common Stock⁽²⁾

 Type of Reporting Person (See Instructions)

 IN

Ownership of Class A Common Stock assumes conversion of all such reporting person’s shares of Class B Common Stock into shares of Class A Common Stock.

Comprises (i) 363,128,628 shares of Class B Common Stock held directly by Mr. Brin, (ii) 172,700 shares of Class B Common Stock held by SMB Pacific 2021 Charitable Remainder Unitrust I of which Mr. Brin is the sole trustee; and (iii) 172,700 shares of Class B Common Stock held by SMB Pacific 2021 Charitable Remainder Unitrust II, of which Mr. Brin is the sole trustee. 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. The percentages of ownership set forth above are based on 5,899,346,258 shares of Class A Common Stock and 870,175,910 shares of Class B Common Stock of Alphabet Inc. outstanding at December 31, 2023.

Name of Issuer: Alphabet Inc.

Address of Issuer’s Principal Executive Offices:

Name of Person Filing: Sergey Brin

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

Citizenship:

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)

(b)

(c)

Assumes conversion of all such reporting person’s shares of Class B Common Stock into shares of Class A Common Stock.

Comprises (i) 363,128,628 shares of Class B Common Stock held directly by Mr. Brin, (ii) 172,700 shares of Class B Common Stock held by SMB Pacific 2021 Charitable Remainder Unitrust I of which Mr. Brin is the sole trustee; and (iii) 172,700 shares of Class B Common Stock held by SMB Pacific 2021 Charitable Remainder Unitrust II, of which Mr. Brin is the sole trustee. 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 5 Percent or Less of a Class.

Ownership of More than 5 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.

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.