Filing Details

Accession Number:
0000895345-21-000947
Form Type:
13D Filing
Publication Date:
2021-11-09 19:00:00
Filed By:
Goldman Sachs Group Inc
Company:
Stagwell Inc (NASDAQ:STGW)
Filing Date:
2021-11-10
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
The Goldman Sachs Group, Inc 0 20,961,679 0 20,961,679 20,961,679 18.51%
Goldman Sachs Co 0 20,961,679 0 20,961,679 20,961,679 18.51%
Broad Street Principal Investments 0 20,948,746 0 20,948,746 20,948,746 18.50%
StoneBridge 0 20,948,746 0 20,948,746 20,948,746 18.50%
StoneBridge 0 20,948,746 0 20,948,746 20,948,746 18.50%
Bridge Street Opportunity Advisors 0 20,948,746 0 20,948,746 20,948,746 18.50%
Filing




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
 
 
Stagwell Inc.
(Name of Issuer)
 
 Class A Common Stock
(Title of Class of Securities)
 
 552697104
(CUSIP Number)
 
David S. Thomas, Esq.
Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282
(212) 902-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

With a copy to:

Mark H. Lucas, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004
(212) 859-8000
 
November 8, 2021
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 17 Pages)

* 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 disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
CUSIP No. 552697104
SCHEDULE 13D/A
Page 2 of 17 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
The Goldman Sachs Group, Inc.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF (See Item 3)
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-
 
 
 
 
8
SHARED VOTING POWER
 
 
20,961,679.33 (See Items 3, 4 and 5)*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
20,961,679.33 (See Items 3, 4 and 5)*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
20,961,679.33 (See Items 3, 4 and 5)*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
18.51% (See Item 5)**
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
HC-CO
 
 
 
 

*
Reflects (i) 20,948,746 shares of Class A Common Stock (the “Class A Shares”) of Stagwell Inc. (the “Issuer”) delivered upon the conversion of 73,849 Series 8 Convertible Preferred Stock, par value $0.001 per share (the “Series 8 Preferred Shares”) of the Issuer and (ii) 12,933.33 Class A Shares of the Issuer. The Series 8 Preferred Shares converted pursuant to the Series 8 Conversion as described herein.

**
The calculation is based on the 113,198,517 Class A Shares of the Issuer outstanding on November 8, 2021, as reported on the Issuer’s Form 10-Q, filed on November 9, 2021, which number is inclusive of the 20,948,746 Class A Shares of the Issuer delivered upon conversion of the Series 8 Preferred Shares reported herein.
CUSIP No. 552697104
SCHEDULE 13D/A
Page 3 of 17 Pages

1
NAMES OF REPORTING PERSONS
 
 
Goldman Sachs & Co. LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC; AF (See Item 3)
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
New York
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-
 
 
 
 
8
SHARED VOTING POWER
 
 
20,961,679.33 (See Items 3, 4 and 5)*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
20,961,679.33 (See Items 3, 4 and 5)*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
20,961,679.33 (See Items 3, 4 and 5)*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
18.51% (See Item 5)**
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
BD-IA
 
 
 
 

*
Reflects (i) 20,948,746 shares of Class A Common Stock (the “Class A Shares”) of Stagwell Inc. (the “Issuer”) delivered upon the conversion of 73,849 Series 8 Convertible Preferred Stock, par value $0.001 per share (the “Series 8 Preferred Shares”) of the Issuer and (ii) 12,933.33 Class A Shares of the Issuer. The Series 8 Preferred Shares converted pursuant to the Series 8 Conversion as described herein.

**
The calculation is based on the 113,198,517 Class A Shares of the Issuer outstanding on November 8, 2021, as reported on the Issuer’s Form 10-Q, filed on November 9, 2021, which number is inclusive of the 20,948,746 Class A Shares of the Issuer delivered upon conversion of the Series 8 Preferred Shares reported herein.

CUSIP No. 552697104
SCHEDULE 13D/A
Page 4 of 17 Pages

1
NAMES OF REPORTING PERSONS
 
 
Broad Street Principal Investments, L.L.C.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC (See Item 3)
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-
 
 
 
 
8
SHARED VOTING POWER
 
 
20,948,746 (See Items 3, 4 and 5)*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
20,948,746 (See Items 3, 4 and 5)*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
20,948,746 (See Items 3, 4 and 5)*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
18.50% (See Item 5)**
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

*
Reflects 20,948,746 shares of Class A Common Stock (the “Class A Shares”) of Stagwell Inc. (the “Issuer”) delivered upon the conversion of 73,849 Series 8 Convertible Preferred Stock, par value $0.001 per share (the “Series 8 Preferred Shares”) of the Issuer. The Series 8 Preferred Shares converted pursuant to the Series 8 Conversion as described herein.

**
The calculation is based on the 113,198,517 Class A Shares of the Issuer outstanding on November 8, 2021, as reported on the Issuer’s Form 10-Q, filed on November 9, 2021, which number is inclusive of the 20,948,746 Class A Shares of the Issuer delivered upon conversion of the Series 8 Preferred Shares reported herein.

CUSIP No. 552697104
SCHEDULE 13D/A
Page 5 of 17 Pages

1
NAMES OF REPORTING PERSONS
 
 
StoneBridge 2017, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC (See Item 3)
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-
 
 
 
 
8
SHARED VOTING POWER
 
 
20,948,746  (See Items 3, 4 and 5)*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
20,948,746  (See Items 3, 4 and 5)*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
20,948,746  (See Items 3, 4 and 5)*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
18.50% (See Item 5)**
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

*
Reflects 20,948,746 shares of Class A Common Stock (the “Class A Shares”) of Stagwell Inc. (the “Issuer”) delivered upon the conversion of 73,849 Series 8 Convertible Preferred Stock, par value $0.001 per share (the “Series 8 Preferred Shares”) of the Issuer. The Series 8 Preferred Shares converted pursuant to the Series 8 Conversion as described herein.

**
The calculation is based on the 113,198,517 Class A Shares of the Issuer outstanding on November 8, 2021, as reported on the Issuer’s Form 10-Q, filed on November 9, 2021, which number is inclusive of the 20,948,746 Class A Shares of the Issuer delivered upon conversion of the Series 8 Preferred Shares reported herein.

CUSIP No. 552697104
SCHEDULE 13D/A
Page 6 of 17 Pages

1
NAMES OF REPORTING PERSONS
 
 
StoneBridge 2017 Offshore, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC (See Item 3)
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-
 
 
 
 
8
SHARED VOTING POWER
 
 
20,948,746 (See Items 3, 4 and 5)*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
20,948,746 (See Items 3, 4 and 5)*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
20,948,746 (See Items 3, 4 and 5)*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
18.50% (See Item 5)**
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

*
Reflects 20,948,746 shares of Class A Common Stock (the “Class A Shares”) of Stagwell Inc. (the “Issuer”) delivered upon the conversion of 73,849 Series 8 Convertible Preferred Stock, par value $0.001 per share (the “Series 8 Preferred Shares”) of the Issuer. The Series 8 Preferred Shares converted pursuant to the Series 8 Conversion as described herein.

**
The calculation is based on the 113,198,517 Class A Shares of the Issuer outstanding on November 8, 2021, as reported on the Issuer’s Form 10-Q, filed on November 9, 2021, which number is inclusive of the 20,948,746 Class A Shares of the Issuer delivered upon conversion of the Series 8 Preferred Shares reported herein.

CUSIP No. 552697104
SCHEDULE 13D/A
Page 7 of 17 Pages

1
NAMES OF REPORTING PERSONS
 
 
Bridge Street Opportunity Advisors, L.L.C.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF (See Item 3)
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-
 
 
 
 
8
SHARED VOTING POWER
 
 
20,948,746 (See Items 3, 4 and 5)*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
20,948,746 (See Items 3, 4 and 5)*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
20,948,746 (See Items 3, 4 and 5)*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
18.50% (See Item 5)**
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

*
Reflects 20,948,746 shares of Class A Common Stock (the “Class A Shares”) of Stagwell Inc. (the “Issuer”) delivered upon the conversion of 73,849 Series 8 Convertible Preferred Stock, par value $0.001 per share (the “Series 8 Preferred Shares”) of the Issuer. The Series 8 Preferred Shares converted pursuant to the Series 8 Conversion as described herein.

**
The calculation is based on the 113,198,517 Class A Shares of the Issuer outstanding on November 8, 2021, as reported on the Issuer’s Form 10-Q, filed on November 9, 2021, which number is inclusive of the 20,948,746 Class A Shares of the Issuer delivered upon conversion of the Series 8 Preferred Shares reported herein.

This Amendment No. 7 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on March 15, 2017, as amended and supplemented by Amendment No. 1 filed by the Reporting Persons on March 24, 2017, Amendment No. 2 filed by the Reporting Persons on March 14, 2019, Amendment No. 3 filed by the Reporting Persons on December 23, 2020,  Amendment No. 4 filed by the Reporting Persons on April 21, 2021, Amendment No. 5 filed by the Reporting Persons on July 13, 2021, and Amendment No. 6 filed by the Reporting Persons on August 4, 2021 (the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms not otherwise defined in this Amendment shall have the same meanings ascribed thereto in the Original Schedule 13D.

This Amendment No. 7 is being filed to make updates and amendments to the Original Schedule 13D as follows:

Item 2.  Identity and Background.

This Amendment amends Item 2 of the Original Schedule 13D by replacing in their entirety Schedules I, II-A, II-B and III, incorporated therein by reference, with Schedules I, II-A, II-B and III hereto, respectively, which Schedules I, II-A, II-B and III are incorporated herein by reference.

Item 4.  Purpose of Transaction.

This Amendment amends Item 4 of the Original Schedule 13D by adding the paragraphs set forth below as the second to last paragraph of Item 4 of the Original Schedule 13D:

Preferred Stock Conversion

On September 23, 2021, the Company issued a notice of conversion (the “Conversion Notice”) with respect to the outstanding shares of Series 8 Preferred Shares, pursuant to Section 6(c) of the Certificate of Designation of the Series 8 Preferred Shares (“Series 8 COD”). The Conversion Notice provided that pursuant to the terms of the Series 8 COD, the 73,849 Series 8 Preferred Shares held by the Reporting Persons would be converted into 20,948,746 shares of Class A Common Stock, in the aggregate (the “Series 8 Conversion”). On November 8, 2021, following the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and in accordance with Section 6(c) of the Series 8 COD, the Issuer consummated the Series 8 Conversion and the 73,849 shares of Series 8 Convertible Preferred Stock held directly by the Reporting Persons were converted into 20,948,746 shares of Class A Common Stock, in the aggregate.”

 Item 5.  Interest in Securities of the Issuer.

This Amendment amends and restates the second paragraph of Item 5 through the fifth paragraph of Item 5 of the Original Schedule 13D in its entirety as set forth below:

“(a)-(b) The following disclosure assumes there are 113,198,517 Class A Shares of the Issuer outstanding as of November 8, 2021, as reported on the Issuer’s Form 10-Q, filed on November 9, 2021, which number is inclusive of the 20,948,746 Class A Shares of the Issuer delivered upon conversion of the Series 8 Preferred Shares reported herein.

As of November 8, 2021, GS Group and Goldman Sachs may be deemed to share beneficial ownership of (i) 20,948,746 Class A Shares of the Issuer delivered upon conversion of the Series 8 Preferred Shares reported herein and (ii) 12,933.33 Class A Shares acquired by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities, representing approximately 18.51% of the total number of Class A Shares.

Pursuant to Rule 13d-3 under the Act, as of November 8, GS Group and Goldman Sachs may be deemed to share beneficial ownership of 20,948,746 Class A Shares, consisting of (i) 17,420,458 Class A Shares (delivered to BSPI upon conversion of the Series 8 Preferred Shares directly held by BSPI as reported herein) and (ii) 3,528,288 Class A Shares (delivered to the Employee Funds upon conversion of the Series 8 Preferred Shares directly held by the Employee Funds as reported herein), collectively representing approximately 18.50% of the outstanding Class A Shares.
Pursuant to Rule 13d-3 under the Act, as of November 8, 2021, the Reporting Persons may be deemed to share beneficial ownership, of 20,948,746 Class A Shares (delivered to BSPI and the Employee Funds upon conversion of the Series 8 Preferred Shares directly held by BSPI and the Employee Funds), which constitutes approximately 18.50%  of the outstanding Class A Shares.”

This Amendment amends and restates the thirteenth paragraph of Item 5 of the Original Schedule 13D in its entirety as set forth below:

“No transactions in the Class A Shares were effected by any Reporting Person or, to the knowledge of the Reporting Persons, any of the persons listed on Schedule I, Schedule II-A or Schedule II-B, during the sixty day period from September 9, 2021 through November 8, 2021.”
 
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The disclosure set forth under Item 4 of this Amendment is incorporated herein by reference.



Item 7.  Material to Be Filed as Exhibits.
 
Exhibit No.
Description
 
 
99.2
Power of Attorney, relating to The Goldman Sachs Group, Inc. (filed as Exhibit 99.2 to the Original Schedule 13-D on April 23, 2021 (SEC File No. 005-53561) and incorporated herein by reference).
 
 
99.3
Power of Attorney, relating to Goldman Sachs & Co. LLC (filed as Exhibit 99.3 to the Original Schedule 13-D on April 23, 2021 (SEC File No. 005-53561) and incorporated herein by reference).
 
 
99.4
Power of Attorney, relating to Broad Street Principal Investments, L.L.C. (filed as Exhibit 99.4 to the Original Schedule 13-D on April 23, 2021 (SEC File No. 005-53561) and incorporated herein by reference).
 
 
99.5
Power of Attorney, relating to StoneBridge 2017, L.P. (filed as Exhibit 99.5 to the Original Schedule 13-D on April 23, 2021 (SEC File No. 005-53561) and incorporated herein by reference)
 
 
99.6
Power of Attorney, relating to StoneBridge 2017 Offshore, L.P. (filed as Exhibit 99.6 to the Original Schedule 13-D on April 23, 2021 (SEC File No. 005-53561) and incorporated herein by reference).
 
 
99.7
Power of Attorney, relating to Bridge Street Opportunity Advisors, L.L.C. (filed as Exhibit 99.7 to the Original Schedule 13-D on April 23, 2021 (SEC File No. 005-53561) and incorporated herein by reference).
 
 
 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 8, 2021

 
The Goldman Sachs Group, Inc.
 
 
 
 
 
 
By:
/s/ Jamison Yardley
 
 
Name:
Jamison Yardley
 
 
Title:
Attorney in Fact
 

 
Goldman Sachs & Co. LLC
 
 
 
 
 
 
By:
/s/ Jamison Yardley
 
 
Name:
Jamison Yardley
 
 
Title:
Attorney in Fact
 

 
Broad Street Principal Investments, L.L.C.
 
 
 
 
 
 
By:
/s/ Jamison Yardley
 
 
Name:
Jamison Yardley
 
 
Title:
Attorney in Fact
 

 
StoneBridge 2017, L.P.
 
 
 
 
 
By:
Bridge Street Opportunity Advisors, L.L.C.
its General Partner
 
 
 
 
 
 
By:
/s/ Jamison Yardley
 
 
Name:
Jamison Yardley
 
 
Title:
Attorney in Fact
 

 
StoneBridge 2017 Offshore, L.P.
 
 
 
 
 
 
By:
Bridge Street Opportunity Advisors, L.L.C.
its General Partner
 
 
 
 
 
 
By:
/s/ Jamison Yardley
 
 
Name:
Jamison Yardley
 
 
Title:
Attorney in Fact
 

 
Bridge Street Opportunity Advisors, L.L.C.
 
 
 
 
 
 
By:
/s/ Jamison Yardley
 
 
Name:
Jamison Yardley
 
 
Title:
Attorney in Fact
 
 
 
 
 

SCHEDULE I

The name of each director and executive officer of The Goldman Sachs Group, Inc. is set forth below.

The business address of each person listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282.

Each person is a citizen of the United States of America except for Lakshmi N. Mittal, who is a citizen of India, Laurence Stein, who is a citizen of South Africa, Mark O. Winkelman, who is a citizen of the Netherlands, and Adebayo O. Ogunlesi is also a citizen of Nigeria. The present principal occupation or employment of each of the listed persons is set forth below.

Name

Present Principal Occupation
 
David M. Solomon
Chairman and Chief Executive Officer of The Goldman Sachs Group, Inc.

Philip Berlinski
Global Treasurer of The Goldman Sachs Group, Inc.

M. Michele Burns
Former Chairman and Chief Executive Officer, Mercer LLC; Former Chief Financial Officer of each of: Marsh & McLennan Companies, Inc., Mirant Corp. and Delta Air Lines, Inc.

Drew G. Faust
Professor and Former President of Harvard University

Mark A. Flaherty
Former Vice Chairman, Wellington Management Company

Sheara J. Fredman
Chief Accounting Officer of The Goldman Sachs Group, Inc.

Kimberley D. Harris
Executive Vice President of Comcast Corporation; Executive Vice President and General Counsel of NBCUniversal

Ellen J. Kullman
President and Chief Executive Officer of Carbon, Inc.; Former Chair and Chief Executive Officer of E.I. du Pont de Nemours and Company

Brian J. Lee
Chief Risk Officer of The Goldman Sachs Group, Inc.

Lakshmi N. Mittal
Chairman and Chief Executive Officer of ArcelorMittal S.A.

Adebayo O. Ogunlesi 
Chairman and Managing Partner of Global Infrastructure Partners 

Peter Oppenheimer
Former Senior Vice President and Chief Financial Officer of Apple, Inc.

John F.W. Rogers
Executive Vice President of The Goldman Sachs Group, Inc.

Kathryn Ruemmler
Executive Vice President and Chief Legal Officer And General Counsel of The Goldman Sachs Group, Inc.

Stephen M. Scherr
Chief Financial Officer of The Goldman Sachs Group, Inc.

Laurence Stein
Chief Administrative Officer of The Goldman Sachs Group, Inc.

Jan E. Tighe
Former Vice Admiral, United States Navy

Jessica R. Uhl
Chief Financial Officer Royal Dutch Shell plc

David A. Viniar
Former Chief Financial Officer of The Goldman Sachs Group, Inc.

John E. Waldron
President and Chief Operating Officer of The Goldman Sachs Group, Inc.

Mark O. Winkelman
Private Investor
SCHEDULE II-A

The name and principal occupation of each member of the Goldman Sachs Asset Management Corporate Investment Committee, which exercises the authority of Goldman Sachs & Co. LLC in managing BSPI, SB Employee Fund, SB Employee Fund Offshore and Bridge Street are set forth below.

The business address for each member listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, except as follows: The business address of Joe DiSabato is 555 California Street, 45th Floor, San Francisco, CA 94104.  The business address of each of Michael Bruun, James Reynolds, Michele Titi-Cappelli and Jose Barreto is Plumtree Court, 25 Shoe Lane, London EC4A 4AU, England. The business address of each of Stephanie Hui and Michael Hui is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong.

All members listed below are United States citizens, except as follows: Stephanie Hui and Julian Salisbury are citizens of the United Kingdom; James Reynolds is a citizen of France; Adrian M. Jones is a citizen of Ireland; Nicole Agnew, Chris Kojima and Gregory Olafson are citizens of Canada; Michele Titi-Cappelli is a citizen of Italy and Michael Hui is a citizen of the People’s Republic of China (Hong Kong permanent resident); Jose Barreto is a citizen of Portugal; and Michael Bruun is a citizen of Denmark.

NAME 
PRESENT PRINCIPAL OCCUPATION 
 
 
 
Richard A. Friedman
Managing Director of Goldman Sachs & Co. LLC
Nicole Agnew
Managing Director of Goldman Sachs & Co. LLC
Michael Bruun
Managing Director of Goldman Sachs International
Thomas G. Connolly
Managing Director of Goldman Sachs & Co. LLC
Christopher A. Crampton
Managing Director of Goldman Sachs & Co. LLC
Joe DiSabato
Managing Director of Goldman Sachs & Co. LLC
Charles H. Gailliot
Managing Director of Goldman Sachs & Co. LLC
Bradley J. Gross
Managing Director of Goldman Sachs & Co. LLC
Stephanie Hui
Managing Director of Goldman Sachs (Asia) L.L.C.
Adrian M. Jones
Managing Director of Goldman Sachs & Co. LLC
Michael E. Koester
Managing Director of Goldman Sachs & Co. LLC
Scott Lebovitz
Managing Director of Goldman Sachs & Co. LLC
Jo Natauri
Managing Director of Goldman Sachs & Co. LLC
James Reynolds
Managing Director of Goldman Sachs International
David Thomas
Managing Director of Goldman Sachs & Co. LLC
Anthony Arnold
Managing Director of Goldman Sachs & Co. LLC
Michele Titi-Cappelli
Managing Director of Goldman Sachs International
Laurie Schmidt
Managing Director of Goldman Sachs & Co. LLC
Milton Millman
Managing Director of Goldman Sachs & Co. LLC
Julian Salisbury
Managing Director of Goldman Sachs & Co. LLC
Chris Kojima
Managing Director of Goldman Sachs & Co. LLC
Harvey Shapiro
Managing Director of Goldman Sachs & Co. LLC
Danielle Natoli
Managing Director of Goldman Sachs & Co. LLC
Carmine Venezia
Managing Director of Goldman Sachs & Co. LLC
Thomas McAndrew
Managing Director of Goldman Sachs & Co. LLC
Kenneth Pontarelli
Managing Director of Goldman Sachs & Co. LLC
Michael Hui
Managing Director of Goldman Sachs (Asia) L.L.C.
Jose Baretto
Managing Director of Goldman Sachs International
Leonard Seevers
Gregory Olafson
Managing Director of Goldman Sachs & Co. LLC
Managing Director of Goldman Sachs & Co. LLC

SCHEDULE II-B

The name, position and present principal occupation of each executive officer of (i) BSPI, and (ii) Bridge Street, the general partner of each of SB Employee Fund and SB Employee Fund Offshore, are set forth below.

The business address for all the executive officers listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, except as follows: The business address of each of Joseph P. DiSabato, Mark Midle, Jason Kreuziger, and David Campbell is 555 California Street, San Francisco, CA 94104.  The business address of each of Oksana Beard, David Bell, Justin Betzen, Katherine Bloom, Michael Dalton, Michael Watts, Christopher (Chance) Monroe, Kyle Kendall, James Huckaby, Christopher Nelson, Clayton Wilmer and Daniel Farrar is 2001 Ross Avenue, Suite 2800, Dallas, TX 75201. The business address of Johanna Volpi is 30 Hudson Street, Jersey City, NJ 07302. The business address of each of David Miller, Taylor Mefford and Gregory Watts is 11605 Haynes Bridge Rd. Suite 695, Alpharetta, GA 30009. The business address of Ryan Flanagan is 8105 Irvine Center Dr #560, Irvine, CA 92618.

All executive officers listed below are United States citizens, except as follows: Cedric Lucas is a citizen of France; Adrian M. Jones is a citizen of Ireland; Anthony Arnold is a citizen of the United Kingdom; Beat Cabiallavetta is a citizen of Switzerland; Harsh Nanda is a citizen of India, David Campbell is a citizen of Australia; Nicole Agnew, Gregory Olafson, Chris Kojima and Sebastien Gagnon are citizens of Canada.

NAME
POSITION
PRESENT PRINCIPAL OCCUPATION
Richard A. Friedman
President
Managing Director of Goldman Sachs & Co. LLC
Nicole Agnew
Vice President
Managing Director of Goldman Sachs & Co. LLC
Anthony Arnold
Vice President
Managing Director of Goldman Sachs & Co. LLC
Alex Chi
Vice President
Managing Director of Goldman Sachs & Co. LLC
Darren Cohen
Vice President
Managing Director of Goldman Sachs & Co. LLC
Thomas G. Connolly
Vice President
Managing Director of Goldman Sachs & Co. LLC
Christopher A. Crampton
Vice President
Managing Director of Goldman Sachs & Co. LLC
Joseph P. DiSabato
Vice President
Managing Director of Goldman Sachs & Co. LLC
Jeffrey M. Fine
Vice President
Managing Director of Goldman Sachs & Co. LLC
Charles H. Gailliot
Vice President
Managing Director of Goldman Sachs & Co. LLC
Bradley J. Gross
Vice President
Managing Director of Goldman Sachs & Co. LLC
Adrian M. Jones
Vice President
Managing Director of Goldman Sachs & Co. LLC
Alan S. Kava
Vice President
Managing Director of Goldman Sachs & Co. LLC
Michael E. Koester
Vice President
Managing Director of Goldman Sachs & Co. LLC
Scott Lebovitz
Vice President
Managing Director of Goldman Sachs & Co. LLC
David Miller
Vice President
Managing Director of Goldman Sachs & Co. LLC
Hillel Moerman
Vice President
Managing Director of Goldman Sachs & Co. LLC
Jo Natauri
Vice President
Managing Director of Goldman Sachs & Co. LLC
Gregory Olafson
Vice President
Managing Director of Goldman Sachs & Co. LLC
Kenneth Pontarelli
Vice President
Managing Director of Goldman Sachs & Co. LLC
Laurie E. Schmidt
Vice President & Treasurer
Managing Director of Goldman Sachs & Co. LLC
Leonard Seevers
Vice President
Managing Director of Goldman Sachs & Co. LLC
Gaurav Seth
Vice President
Managing Director of Goldman Sachs & Co. LLC
Michael Ungari
Vice President
Managing Director of Goldman Sachs & Co. LLC
Vikas Agrawal
Vice President
Managing Director of Goldman Sachs & Co. LLC
Daniel Alger
Vice President
Managing Director of Goldman Sachs & Co. LLC
Kirsten Anthony (Hagen)
Vice President
Managing Director of Goldman Sachs & Co. LLC
Patrick Armstrong
Vice President
Managing Director of Goldman Sachs & Co. LLC
Oksana Beard
Vice President
Managing Director of Goldman Sachs & Co. LLC
Lee Becker
Vice President
Managing Director of Goldman Sachs & Co. LLC
David Bell
Vice President
Managing Director of Goldman Sachs & Co. LLC
Allison Beller
Vice President
Managing Director of Goldman Sachs & Co. LLC
Jeffrey Bernstein
Vice President
Managing Director of Goldman Sachs & Co. LLC
Justin Betzen
Vice President
Managing Director of Goldman Sachs & Co. LLC
Katherine Bloom
Vice President
Managing Director of Goldman Sachs & Co. LLC
Jeff Boyd
Vice President
Managing Director of Goldman Sachs & Co. LLC
Steven Budig
Vice President
Managing Director of Goldman Sachs & Co. LLC
Beat Cabiallavetta
Vice President
Managing Director of Goldman Sachs & Co. LLC
David Campbell
Vice President
Managing Director of Goldman Sachs & Co. LLC
David Castelblanco
Vice President
Managing Director of Goldman Sachs & Co. LLC
Omar Chaudhary
Vice President
Managing Director of Goldman Sachs & Co. LLC
Alexander Cheek
Vice President
Managing Director of Goldman Sachs & Co. LLC
William Chen
Vice President
Managing Director of Goldman Sachs & Co. LLC
Michael Dalton
Vice President
Managing Director of Goldman Sachs & Co. LLC
Dirk Degenaars
Vice President
Managing Director of Goldman Sachs & Co. LLC
Johanna Diaz
Vice President
Managing Director of Goldman Sachs & Co. LLC
Terence Doherty
Vice President
Managing Director of Goldman Sachs & Co. LLC
Ryan Flanagan
Vice President
Managing Director of Goldman Sachs & Co. LLC
Sebastien Gagnon
Vice President
Managing Director of Goldman Sachs & Co. LLC
Andrea Gift
Vice President
Managing Director of Goldman Sachs & Co. LLC
Philip Grovit
Vice President
Managing Director of Goldman Sachs & Co. LLC
Ashwin Gupta
Vice President
Managing Director of Goldman Sachs & Co. LLC
James Huckaby
Vice President
Managing Director of Goldman Sachs & Co. LLC
Jonathan Hunt
Vice President
Managing Director of Goldman Sachs & Co. LLC
Kyle Kendall
Vice President
Managing Director of Goldman Sachs & Co. LLC
Christopher Kojima
Vice President
Managing Director of Goldman Sachs & Co. LLC
Jason Kreuziger
Vice President
Managing Director of Goldman Sachs & Co. LLC
Lee Levy
Vice President
Managing Director of Goldman Sachs & Co. LLC
Christina Sun Li
Vice President
Managing Director of Goldman Sachs & Co. LLC
Cedric Lucas
Vice President
Managing Director of Goldman Sachs & Co. LLC
Taylor Mefford
Vice President
Managing Director of Goldman Sachs & Co. LLC
Mark Midle
Vice President
Managing Director of Goldman Sachs & Co. LLC
Christopher Monroe
Vice President
Managing Director of Goldman Sachs & Co. LLC
Antoine Munfa
Vice President
Managing Director of Goldman Sachs & Co. LLC
Harsh Nanda
Vice President
Managing Director of Goldman Sachs & Co. LLC
Christopher Nelson
Vice President
Managing Director of Goldman Sachs & Co. LLC
Jeff Possick
Vice President
Managing Director of Goldman Sachs & Co. LLC
Andrew Rhee
Vice President
Managing Director of Goldman Sachs & Co. LLC
Brady Schuck
Vice President
Managing Director of Goldman Sachs & Co. LLC
Cleaver Sower
Vice President
Managing Director of Goldman Sachs & Co. LLC
Gabriella Skirnick
Vice President
Managing Director of Goldman Sachs & Co. LLC
Holger Staude
Vice President
Managing Director of Goldman Sachs & Co. LLC
Joseph Sumberg
Vice President
Managing Director of Goldman Sachs & Co. LLC
Peter Vermette
Vice President
Managing Director of Goldman Sachs & Co. LLC
Sherry Wang
Vice President
Managing Director of Goldman Sachs & Co. LLC
Gregory Watts
Vice President
Managing Director of Goldman Sachs & Co. LLC
Letitia Webster
Vice President
Managing Director of Goldman Sachs & Co. LLC
Mark Wetzel
Vice President
Managing Director of Goldman Sachs & Co. LLC
Andrew White
Vice President
Managing Director of Goldman Sachs & Co. LLC
Charles Cognata
Vice President
Managing Director of Goldman Sachs & Co. LLC
William Y. Eng
Vice President
Vice President of Goldman Sachs & Co. LLC
Susan Hodgkinson
Vice President
Managing Director of Goldman Sachs & Co. LLC
Scott Kilpatrick
Vice President
Vice President of Goldman Sachs & Co. LLC
Michael Watts
Vice President
Managing Director of Goldman Sachs & Co. LLC
Clayton Wilmer
Vice President
Vice President of Goldman Sachs & Co. LLC
Carey Ziegler
Vice President & Secretary
Vice President of Goldman Sachs & Co. LLC
David Thomas
Vice President, Assistant Secretary & Assistant General Counsel
Managing Director of Goldman Sachs & Co. LLC
Getty Chin
Vice President & Assistant Treasurer
Managing Director of Goldman Sachs & Co. LLC
Daniel Farrar
Vice President & Assistant Treasurer
Vice President of Goldman Sachs & Co. LLC
Kirsten Frivold Imohiosen
Vice President & Assistant Treasurer
Managing Director of Goldman Sachs & Co. LLC
Larry Kleinman
Vice President & Assistant Treasurer
Managing Director of Goldman Sachs & Co. LLC
Harvey Shapiro
Vice President & Assistant Treasurer
Managing Director of Goldman Sachs & Co. LLC
Johanna Volpi
Vice President & Assistant Treasurer
Vice President of Goldman Sachs & Co. LLC
Michael J. Perloff
Vice President
Managing Director of Goldman Sachs & Co. LLC
Kerri Bagnaturo
Vice President
Vice President of Goldman Sachs & Co. LLC

SCHEDULE III

The U.S. Securities and Exchange Commission (the “SEC”) has alleged that Goldman Sachs & Co. LLC (“Goldman Sachs”) violated Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by improperly relying on Goldman Sachs’s automated locate function in the order management system without having confirmed the availability of the securities to be located. In addition, the SEC alleged that Goldman Sachs employees did not provide sufficient and accurate information with respect to these locates in Goldman Sachs’s locate log, which must reflect the basis upon which Goldman Sachs provided the locates. The SEC alleged that Goldman Sachs willfully violated Rule 203(b)(1) of Regulation SHO and Section 17(a) of the Exchange Act. Without admitting or denying the violations, Goldman Sachs consented to the entry by the SEC of an Order Instituting Administrative and Cease-and-Desist Proceedings, pursuant to Sections 15(b) and 21C of the Exchange Act, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (Release No. 34-76899, Jan. 14, 2016). Pursuant to the Order, Goldman Sachs must cease and desist from committing or causing any violations and any future violations of Rule 203(b)(1) of Regulation SHO, and any violations and any future violations of Section 17(a) of the Exchange Act and Rule 203(b)(1)(iii) thereunder relating to short sale locate records. Also pursuant to the Order, Goldman Sachs was censured and paid a civil money penalty in the amount of $15,000,000 on January 20, 2016. The SEC stated that, in determining to accept Goldman Sachs’s offer of settlement, it considered certain remedial acts taken by Goldman Sachs.

On October 22, 2020, The Goldman Sachs Group, Inc. (“GS Group”) entered into an order instituting cease and desist proceedings with the SEC, which alleged GS Group failed to reasonably maintain a sufficient system of internal accounting controls between 2012 and 2015 with respect to the process by which it reviewed and approved the commitment of firm capital in large, significant and complex transitions, such as the three bond offerings for 1Malaysia Development Berhad (“1MBD”), and that documentation prepared in connection with the 1MDB transactions did not accurately reflect certain aspects of the bond offerings, including the involvement of a third party intermediary in the offerings. GS Group has agreed to pay a civil money penalty in the amount of $400,000,000 and disgorgement of $606,300,000.