Business: Alphabet Inc Depositary Shares each representing a 1/20th interest in a share of the 6.25% Series B Mandatory Convertible Preferred Stock, liquidation preference $50 per Depositary share The preferred shares are mandatorily convertible on 05/15/2029 into a variable number of Alphabet Inc Class C Shares (NGS: GOOG) common shares based on the then current price of the common shares for 20 consecutive trading days immediately prior to the conversion date. The conversion settlement rate will be 0.1137 shares per depositary dhare if the then current market price is equal to or greater than $439.7537 and 0.1421 shares per depositary share if the market price is equal to or less than $351.8649. For market prices between those values the settlement rate will be $50 divided by the market value. The last reported sale price of the common stock on (__) was $351.8649 per share. The preferred shares are convertible any time at the holder’s option into 0.1126 shares of common stock. <p> Cumulative distributions of 6.25% per annum ($3.125 per annum or $(0.78125 per quarter) will be paid quarterly on 2/15, 5/15, 8/15 & 11/15 to holders of record on 2/1, 5/1, 8/1 & 11/1 prior to the payment date (NOTE: the ex-dividend date is the record date). <p> Dividends paid by this preferred security are eligible for the preferential income tax rate of 15% to a maximum of 20% depending on the holder's tax bracket (and under IRS specified holding restrictions) and are also eligible for the dividends received deduction for corporate holders (see page S-69 of the prospectus for further information). <p> If a Fundamental Change occurs on or prior to 05/15/2029 holders of shares will have the riaght to convert into common stock at the fundamental change conversion rate plus a fundamental change dividend make-whole amount (see prospectus for further information). <p>This security was not rated by Moody’s or S&P at the time of its IPO. In regard to the payment of distributions and upon liquidation, the preferred shares rank junior to the company's senior debt, equally with other preferreds of the company, and senior to the common shares of the company. See the IPO prospectus for further information on the preferred stock by clicking on the ‘Link to IPO Prospectus’ provided below.