05/18/2026 | Press release | Distributed by Public on 05/18/2026 16:43
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FORM 4
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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 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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GV 2019 GP, L.L.C. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA 94043 |
X | |||
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GV 2019 GP, L.P. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA 94043 |
X | |||
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GV 2019, L.P. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA 94043 |
X | |||
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GV 2021 GP, L.L.C. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA 94043 |
X | |||
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GV 2021 GP, L.P. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA 94043 |
X | |||
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GV 2021, L.P. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA 94043 |
X | |||
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Alphabet Inc. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA 94043 |
X | |||
| /s/ Kim Burr, Authorized Signatory of GV 2019 GP, L.L.C. | 05/18/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Kim Burr, Authorized Signatory of GV 2019 GP, L.P. | 05/18/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Kim Burr, Authorized Signatory of GV 2019, L.P. | 05/18/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Kim Burr, Authorized Signatory of GV 2021 GP, L.L.C. | 05/18/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Kim Burr, Authorized Signatory of GV 2021 GP, L.P. | 05/18/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Kim Burr, Authorized Signatory of GV 2021, L.P. | 05/18/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Kathryn W. Hall, Assistant Secretary of Alphabet Inc. | 05/18/2026 | |
| **Signature of Reporting Person | Date |
| * | 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) | The reported transaction represents a pro rata in-kind distribution, for no consideration, by the GV 2019, L.P. ("2019 Partnership") to its partners, which resulted in all of the securities reported in Column 4 of this row being distributed to the direct ownership of the 2019 Partnership's affiliate, Alphabet Holdings LLC ("Alphabet Holdings"). The aforementioned distribution was made in accordance with the exemptions afforded pursuant to Rules 16a-13 and/or 16a-9 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
| (2) | The securities reported in this row are directly beneficially owned by the 2019 Partnership. GV 2019 GP, L.P. (the "2019 GP") is the general partner of the 2019 Partnership. GV 2019 GP, L.L.C. ("GV 2019 LLC") is the general partner of the 2019 GP. Alphabet Holdings is the sole member of GV 2019 LLC. XXVI Holdings Inc. ("XXVI") is the sole member of Alphabet Holdings. Alphabet Inc. is the controlling stockholder of XXVI. Each of the 2019 GP, GV 2019 LLC, Alphabet Holdings, XXVI and Alphabet Inc. may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Exchange Act) the securities directly beneficially owned by the 2019 Partnership. Each of the 2019 GP, GV 2019 LLC, Alphabet Holdings, XXVI, and Alphabet Inc. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
| (3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.81 to $23.42, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote and in footnotes 5 and 6 of this Form 4. |
| (4) | The securities reported in this row were directly beneficially owned by Alphabet Holdings at the time of sale. The sole member of Alphabet Holdings is XXVI. The controlling stockholder of XXVI is Alphabet Inc. Each of XXVI and Alphabet Inc. may be deemed to indirectly beneficially own (as the term is defined in Rule 13d-3 of the Exchange Act) securities directly beneficially owned by Alphabet Holdings. Each of the aforementioned entities disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
| (5) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.83 to $23.81 per share, inclusive. |
| (6) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.835 to $24.74 per share, inclusive. |
| (7) | The securities reported in this row are directly beneficially owned by GV 2021, L.P. (the "2021 Partnership"). GV 2021 GP, L.P. (the "2021 GP") is the general partner of the 2021 Partnership. GV 2021 GP, L.L.C. ("GV 2021 LLC") is the general partner of the 2021 GP. Alphabet Holdings is the sole member of GV 2021 LLC. XXVI is the sole member of Alphabet Holdings. Alphabet Inc. is the controlling stockholder of XXVI. Each of the 2021 GP, GV 2021 LLC, Alphabet Holdings, XXVI and Alphabet Inc. may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Exchange Act) the securities directly beneficially owned by the 2021 Partnership. Each of the 2021 GP, GV 2021 LLC, Alphabet Holdings, XXVI, and Alphabet Inc. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |