Filing Details

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 File No. 005-56295 ----------------- SCHEDULE 13D/A (Rule 13d-101) Amendment No. 92 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) The Goldman Sachs Group, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 38141G 10 4 (CUSIP Number) Kenneth L. Josselyn The Goldman Sachs Group, Inc. 200 West Street New York, New York 10282 Telephone: (212) 902-1000 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) November 9, 2016 (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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. (Continued on following pages) Appendix A -3- This Amendment No. 92 to a Statement on Schedule 13D amends and restates in its entirety such Schedule 13D (as so amended and restated, this "Schedule"). This Amendment No. 92 is being filed primarily because the number of shares of Common Stock (as defined in Item 1 below) beneficially owned by Covered Persons (as defined in Item 2 below) has decreased by an amount in excess of one percent of the total number of shares of Common Stock outstanding. ITEM 1. Security and Issuer This Schedule relates to the Common Stock, par value $.01 per share (the "Common Stock"), of The Goldman Sachs Group, Inc. ("GS Inc."), a Delaware corporation. The address of the principal executive offices of GS Inc. is 200 West Street, New York, New York 10282. ITEM 2. Identity and Background (a), (b), (c), (f) The cover page to this Schedule and Appendix A hereto contain the names of the individuals ("Covered Persons") who are parties to an Amended and Restated Shareholders' Agreement, originally dated as of May 7, 1999 and amended and restated effective as of January 15, 2015 (as amended from time to time, the "Shareholders' Agreement"). This filing is being made on behalf of all of the Covered Persons, and their agreement that this filing may be so made is contained in the Shareholders' Agreement. Appendix A hereto also provides the citizenship of each Covered Person. Each Covered Person is a current or former Participating Managing Director (as defined in Item 6 below) of GS Inc. or one of its affiliates. GS Inc. is a global investment banking, securities and investment management firm. The business address of each Covered Person for purposes of this Schedule is 200 West Street, New York, New York 10282. (d), (e) During the last five years no Covered Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding or a judicial or administrative body of competent jurisdiction resulting in such Covered Person being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. Source and Amount of Funds or Other Consideration The Covered Persons have acquired and will acquire shares of Common Stock in the following manners: (i) the former profit participating limited partners active in the business of The Goldman Sachs Group, L.P. ("Group L.P.") (the "IPO PMDs") acquired certain shares of Common Stock in exchange for their interests in Group L.P. and certain of its affiliates and investee corporations; (ii) the former owners (the "Acquisition Covered Persons") of Hull and Associates, L.L.C. ("Hull") and Goldman Sachs & Partners Australia Group Holdings Pty Ltd ("GS&PA") acquired certain shares of Common Stock in exchange for their interests in Hull and GS&PA, respectively; and (iii) certain Covered Persons have acquired and will acquire beneficial ownership of certain shares of Common Stock in connection with GS Inc.'s initial public offering and/or pursuant to GS Inc.'s employee compensation, benefit or similar plans. Covered Persons may from time to time acquire shares of Common Stock for investment purposes. Such Common Stock may be acquired with personal funds of or funds borrowed by such Covered Person. ITEM 4. Purpose of Transactions The Covered Persons, other than the Acquisition Covered Persons, acquired certain shares of Common Stock in connection with the succession of GS Inc. to the business of Group L.P. and GS Inc.'s initial public offering and/or through certain employee compensation, benefit or similar plans of GS Inc. The Acquisition Covered Persons acquired certain shares of Common Stock in connection with the acquisition by GS Inc. of Hull or GS&PA, as applicable, and through certain employee compensation, benefit or similar plans of GS Inc. Covered Persons may from time to time acquire shares of Common Stock for investment purposes. Except as described herein and in Annex A and except for the acquisition by Covered Persons of Common Stock -8- pursuant to employee compensation, benefit or similar plans of GS Inc. in the future or as described above, none of the Covered Persons has any plans or proposals which relate to or would result in the acquisition of additional Common Stock by them or any of the other events described in Item 4(a) through 4(j). Each Covered Person is expected to evaluate on an ongoing basis GS Inc.'s financial condition and prospects and his or her interests in and with respect to GS Inc. Accordingly, each Covered Person may change his or her plans and intentions at any time and from time to time. In particular, each Covered Person may at any time and from time to time acquire or dispose of shares of Common Stock. ITEM 5. Interest in Securities of the Issuer (a) Rows (11) and (13) of the cover page to this Schedule and Appendix A are hereby incorporated by reference. Each Covered Person hereby disclaims beneficial ownership of any shares of Common Stock held by any other Covered Person. Except as described in Annex B, none of the shares of Common Stock reported in rows (11) and (13) of the cover page to this Schedule and Appendix A are shares as to which there is a right to acquire exercisable within 60 days. (b) Rows (7) through (10) of the cover page to this Schedule set forth for each Covered Person: the percentage range of Voting Shares, Shared Ownership Shares, Sixty Day Shares and Other Shares (each as defined on the cover page hereof) as to which there is sole power to vote or direct the vote or to dispose or direct the disposition or shared power to vote or direct the vote or to dispose or direct the disposition. The power to vote Voting Shares by Covered Persons is shared with each other Covered Person, as described below in response to Item 6. Each Covered Person hereby disclaims beneficial ownership of any shares of Common Stock held by any other Covered Person. (c) Except as described in Annex C or previously reported on Schedule 13D, no Covered Person has effected any transactions in Common Stock in the 60 days preceding November 9, 2016. (d), (e) Not applicable. ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Each Covered Person listed on the cover page to this Schedule and Appendix A hereto is a party to the Shareholders' Agreement. The Shareholders' Agreement and forms of the Counterparts to the Shareholders' Agreement are filed as Exhibits to this Schedule, and the following summary of the terms of the Shareholders' Agreement is qualified in its entirety by reference thereto. References to the "board of directors" are to the board of directors of GS Inc. The Covered Persons under the Shareholders' Agreement include all Managing Directors of GS Inc. who participate in the GS Inc. Partner Compensation Plan or Restricted Partner Compensation Plan (each as defined in the Shareholders' Agreement) or any other employee benefit plan specified by the Shareholders' Committee described below under "Information Regarding the Shareholders' Committee" (the "Participating Managing Directors"). The "Voting Shares" include all of the shares of Common Stock of which a Covered Person (or, in approved cases, his or her spouse or domestic partner) is the sole beneficial owner (excluding shares of Common Stock held by the trust underlying The Goldman Sachs 401(k) Plan). The interest of a spouse or domestic partner in a joint account, an economic interest of GS Inc. as pledgee, and the interest of certain persons in approved estate planning vehicles will be disregarded for the purposes of determining whether a Covered Person is the sole beneficial owner of shares of Common Stock. TRANSFER RESTRICTIONS Each Covered Person has agreed in the Shareholders' Agreement, among other things, to retain sole beneficial ownership of a number of shares of Common Stock at least equal to 25% of such Covered Person's Covered Shares (as defined below); provided, that with respect to 2009 year-end equity awards granted in -9- accordance with the equity deferral table approved by the board of directors or its Compensation Committee, such number shall equal 30% of the Covered Shares relating thereto (the "General Transfer Restrictions"). Effective January 15, 2015 (the "Effective Date"), in connection with GS Inc.'s implementation of stock ownership guidelines (the "Guidelines") for its senior executive officers, the transfer restrictions in the Shareholders' Agreement applicable to certain senior officers designated by the Shareholders' Committee (the "Special Transfer Restrictions" and, together with the General Transfer Restrictions, the "Transfer Restrictions") were amended to require such officers to retain sole beneficial ownership of a number of shares of Common Stock at least equal to 50% of the increase (or, if such Covered Person is then the chief executive officer of GS Inc., 75% of the increase) in Covered Shares received by or delivered to such Covered Person following the Effective Date. The prior Special Transfer Restrictions, which required each senior officer to retain 75% of his or her Covered Shares, will continue to apply to deliveries made prior to the Effective Date. The Guidelines require that the Corporation's chief executive officer hold shares of common stock equal to 10 times his or her base salary and each other senior executive officer hold shares of common stock equal to 6 times his or her base salary. The same shares may be used to satisfy the Guidelines, the Special Transfer Restrictions and the General Transfer Restrictions. The Transfer Restrictions applicable to a Covered Person terminate upon the death of the Covered Person. Shares beneficially owned by a Covered Person through certain approved estate planning vehicles established by Covered Persons or, as applicable, by the Covered Person's spouse or domestic partner are generally deemed to count toward the satisfaction of the Transfer Restrictions. For these purposes, "Covered Shares," with respect to a Covered Person, will be recalculated each time the Covered Person receives Common Stock underlying an award of restricted stock units, exercises a stock option (not including, in each case, awards in connection with GS Inc.'s initial public offering) or receives an award of restricted stock. The calculation of Covered Shares will include the gross number of shares underlying such restricted stock units or stock options or the gross number of shares of restricted stock, in each case less (i) a number of shares determined by reference to tax rates specified by the Shareholders' Committee and (ii) the number of shares necessary to cover the option exercise price, if applicable (all as calculated pursuant to a formula set out in the Shareholders' Agreement). The calculation of Covered Shares will only take into account awards that occurred after the Covered Person became a Participating Managing Director. The Shareholders' Committee has the power to determine, and has determined from time to time in particular situations, whether restricted stock or shares of Common Stock delivered pursuant to restricted stock units or stock options are deemed "Covered Shares." WAIVERS The Shareholders' Committee has the power to waive, and has waived, the Transfer Restrictions from time to time to permit Covered Persons to transfer Common Stock in particular situations (such as transfers to family members, partnerships or trusts), but not generally. The Shareholders' Committee also has the power to waive the Transfer Restriction to permit Covered Persons to: participate as sellers in underwritten public offerings of, and stock repurchase programs and tender and exchange offers by GS Inc. for, Common Stock; transfer Common Stock to charities, including charitable foundations; and transfer Common Stock held in employee benefit plans. Taking into account the Shareholders' Committee's waivers and determinations regarding Covered Shares to date, 7,811,394 shares of Common Stock are subject to the Transfer Restrictions as of November 9, 2016. In the case of a third-party tender or exchange offer, the Transfer Restrictions may be waived or terminated: if the board of directors is recommending acceptance or is not making any recommendation with respect to acceptance of the tender or exchange offer, by a majority of the outstanding Covered Shares; or if the board of directors is recommending rejection of the tender or exchange offer, by 66 2/3% of the outstanding Covered Shares. In the case of a tender or exchange offer by GS Inc., a majority of the outstanding Covered Shares may also waive or terminate the Transfer Restrictions. VOTING Prior to any vote of the shareholders of GS Inc., the Shareholders' Agreement requires a separate, preliminary vote of substantially all Voting Shares on each matter upon which a vote of the shareholders is proposed to be taken (the "Preliminary Vote"). Each Voting Share will be voted in accordance with the majority of the votes cast by the Voting Shares in the Preliminary Vote. In elections of directors, each Voting Share will be voted in -10- favor of the election of those persons, equal in number to the number of such positions to be filled, receiving the highest numbers of votes cast by the Voting Shares in the Preliminary Vote. OTHER RESTRICTIONS The Shareholders' Agreement also prohibits Covered Persons from engaging in certain activities relating to any securities of GS Inc. with any person who is not a Covered Person or a director, officer or employee of GS Inc. ("Restricted Persons"). Among other things, a Covered Person may not: participate in a proxy solicitation to or with a Restricted Person; deposit any shares of Common Stock in a voting trust or subject any shares of Common Stock to any voting agreement or arrangement that includes any Restricted Person; form, join or in any way participate in a "group" with any Restricted Person; or together with any Restricted Person, propose certain transactions with GS Inc. or seek the removal of any directors of GS Inc. or any change in the composition of the board of directors. TERM, AMENDMENT AND CONTINUATION The Shareholders' Agreement is to continue in effect until the earlier of January 1, 2050 and the time it is terminated by the vote of 66 2/3% of the outstanding Covered Shares. The Shareholders' Agreement may generally be amended at any time by a majority of the outstanding Covered Shares. Unless otherwise terminated, in the event of any transaction in which a third party succeeds to the business of GS Inc. and in which Covered Persons hold securities of the third party, the Shareholders' Agreement will remain in full force and effect as to the securities of the third party, and the third party shall succeed to the rights and obligations of GS Inc. under the Shareholders' Agreement. INFORMATION REGARDING THE SHAREHOLDERS' COMMITTEE The Shareholders' Committee constituted pursuant to the Shareholders' Agreement (the "Shareholders' Committee") shall at any time consist of each of those individuals who are both Covered Persons and members of the board of directors and who agree to serve as members of the Shareholders' Committee. If there are less than three individuals who are both Covered Persons and members of the board of directors and who agree to serve as members of the Shareholders' Committee, the Shareholders' Committee shall consist of each such individual plus such additional individuals who are Covered Persons and who are selected pursuant to procedures established by the Shareholders' Committee as shall assure a Shareholders' Committee of not less than three members who are Covered Persons. Currently, Lloyd C. Blankfein, Gary D. Cohn and Harvey M. Schwartz are the members of the Shareholders' Committee. EMPLOYEE BENEFIT PLAN TRANSFER RESTRICTIONS Shares of Common Stock delivered to Covered Persons pursuant to certain GS Inc. employee compensation plans and arrangements are subject to restrictions on transfer. These restrictions lapse at various times depending on the terms of the grant or award. REGISTRATION RIGHTS INSTRUMENT FOR FORMER EMPLOYEE MANAGING DIRECTORS In connection with the sale by certain Covered Persons (the "Former Employee Managing Directors") of shares of Common Stock acquired from GS Inc. pursuant to the terms of restricted stock units, GS Inc. entered into a Supplemental Registration Rights Instrument, dated as of June 19, 2000 (the "EMD Supplement"), which supplements the Registration Rights Instrument, dated as of December 10, 1999 (the "Registration Rights Instrument"). The following is a description of the Registration Rights Instrument, as supplemented by the EMD Supplement. The Registration Rights Instrument and the EMD Supplement are filed as Exhibits to this Schedule, and the following summary of these agreements is qualified in its entirety by reference thereto. Pursuant to the Registration Rights Instrument and the EMD Supplement, GS Inc. has agreed to pay all of the fees and expenses relating to the registered offering of shares of Common Stock held by the Former Employee Managing Directors, other than any agency fees and commissions or underwriting commissions or discounts or any transfer taxes incurred by the Former Employee Managing Directors in connection with the sales. GS Inc. also has -11- agreed to indemnify the Former Employee Managing Directors against certain liabilities, including those arising under the Securities Act. DERIVATIVE INSTRUMENTS Certain Covered Persons have entered into derivative transactions with regard to shares of Common Stock as described in Annex D. -12- Material to be Filed as Exhibits Exhibit Description ------- ---------------------------------------------------------------------- A. Registration Rights Instrument, dated as of December 10, 1999 (incorporated by reference to Exhibit G to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)). B. Form of Counterpart to Shareholders' Agreement for former profit participating limited partners of The Goldman Sachs Group, L.P. (incorporated by reference to Exhibit I to Amendment No. 2 to the Initial Schedule 13D, filed June 21, 2000 (File No. 005-56295)). C. Form of Counterpart to Shareholders' Agreement for non-U.S. corporations (incorporated by reference to Exhibit L to Amendment No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)). D. Form of Counterpart to Shareholders' Agreement for non-U.S. trusts (incorporated by reference to Exhibit M to Amendment No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)). E. Supplemental Registration Rights Instrument, dated as of June 19, 2000 (incorporated by reference to Exhibit R to Amendment No. 5 to the Initial Schedule 13D, filed August 2, 2000 (File No. 005-56295)). F. Power of Attorney (incorporated by reference to Exhibit F to Amendment No. 91 to the Initial Schedule 13D, filed February 9, 2016 (File No. 005-56295)). G. Form of Written Consent Relating to Sale and Purchase of Common Stock (incorporated by reference to Exhibit FF to Amendment No. 35 to the Initial Schedule 13D, filed January 8, 2003 (File No. 005-56295)). H. Amended and Restated Shareholders' Agreement, effective as of January 15, 2015 (incorporated by reference to Exhibit 10.6 to GS Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (File No. 001-14965)). -13- ANNEX B ITEM 5(A). DESCRIPTION OF SHARES AS TO WHICH THERE IS A RIGHT TO ACQUIRE EXERCISABLE WITHIN 60 DAYS. An aggregate of 6,511,114 shares of Common Stock are deliverable to Covered Persons upon the exercise of stock options that have vested and are exercisable. The share amount given above includes the gross number of shares of Common Stock underlying these options, and these shares are included in the aggregate number of shares beneficially owned by the Covered Persons under Rule 13d-3(d)(1) because they represent a right to acquire beneficial ownership within 60 days of November 9, 2016. Upon exercise of stock options, a net amount of shares will be actually delivered to the Covered Person, with some shares withheld for tax payments, to fund the option strike price or for other reasons. The net shares delivered to the Covered Person will continue to be included in the aggregate number of shares beneficially owned by the Covered Persons. The withheld shares will cease to be beneficially owned by any Covered Person, and will no longer be included in the aggregate number of shares beneficially owned by Covered Persons. Prior to delivery, the shares are included in Sixty Day Shares because the Covered Persons do not have the right to vote the shares. Upon delivery, the shares become Voting Shares. -15- ANNEX C ITEM 5(C). DESCRIPTION OF ALL TRANSACTIONS IN THE COMMON STOCK EFFECTED BY COVERED PERSONS IN THE PAST 60 DAYS AND NOT PREVIOUSLY REPORTED ON SCHEDULE 13D. The following sales of Voting Shares were made by the following Covered Persons through one or more subsidiaries of GS Inc. for cash on the New York Stock Exchange or by delivery to counterparties upon settlement of derivative transactions: -16- Price Per Share Covered Person Trade Date Number of Shares (in $) -------------- ---------------- ---------------- --------------- Michael H. Siegel October 21, 2016 900 150.0000 Andrea Vella October 21, 2016 17,900 165.0000 Andrea Vella October 21, 2016 30,000 170.0000 Fadi Abuali* October 24, 2016 1,000 175.5000 Tracey E. Benford October 24, 2016 6,329 175.2591 Samuel S. Britton October 24, 2016 10,033 175.4677 Abby Joseph Cohen* October 24, 2016 1,000 175.2270 Alexander S. Golten October 24, 2016 200 175.1600 David B. Philip October 24, 2016 6,000 175.0138 Susan J. Scher October 24, 2016 4,000 175.5000 Harit Talwar October 24, 2016 2,926 174.8430 Ashok Varadhan October 24, 2016 23,000 175.5000 Denise A. Wyllie October 24, 2016 3,377 175.5000 Ronald Lee* October 25, 2016 944 174.8944 James H. Reynolds October 25, 2016 497 175.2000 Matthew T. Fremont-Smith October 26, 2016 1,207 177.1341 Matthew T. Fremont-Smith* October 26, 2016 737 177.1627 Brian J. Lee October 26, 2016 276 176.6300 Brian J. Lee October 26, 2016 478 176.6000 Brian J. Lee October 26, 2016 500 176.6400 Luca M. Lombardi October 26, 2016 1,000 176.0000 John E. Waldron October 26, 2016 8,500 175.0083 Isabelle Ealet October 27, 2016 1,000 177.0850 Isabelle Ealet October 27, 2016 1,000 178.0000 Jeffrey B. Goldenberg October 27, 2016 5,000 177.5329 Jeffrey B. Goldenberg October 27, 2016 5,000 178.5500 M. Huntley Garriott, Jr. October 28, 2016 555 177.3510 M. Huntley Garriott, Jr. October 28, 2016 1,410 177.3914 Ricardo Mora October 28, 2016 5,047 177.0500 Pablo J. Salame* October 28, 2016 10,000 177.3841 Pablo J. Salame* October 28, 2016 10,000 177.4233 David P. Eisman October 31, 2016 596 178.1433 David P. Eisman* October 31, 2016 1,160 178.0000 Alexander S. Golten October 31, 2016 200 178.2800 Toby C. Watson October 31, 2016 3,441 177.7137 Abby Joseph Cohen* November 1, 2016 1,000 178.5870 Christopher G. French November 1, 2016 961 178.9040 James H. Reynolds November 1, 2016 1,056 179.0000 George C. Lee November 2, 2016 4,934 177.0700 Luca M. Lombardi November 2, 2016 2,000 177.0000 David M. Marcinek November 2, 2016 850 176.8276 Sheila H. Patel November 3, 2016 845 176.8807 Pablo J. Salame* November 3, 2016 10,000 177.4149 Kenro Tsutsumi November 4, 2016 3,445 176.3500 John J. Vaske November 4, 2016 1,500 177.1847 Rajesh Venkataramani November 4, 2016 200 177.2000 Fadi Abuali* November 7, 2016 500 179.0800 Armen A. Avanessians* November 7, 2016 15,691 181.0825 Alan M. Cohen November 7, 2016 5,000 181.1881 Jonathan H. Fine November 7, 2016 1,380 181.0000 Charles P. Himmelberg November 7, 2016 427 180.8230 Dane E. Holmes November 7, 2016 200 180.8500 Dane E. Holmes November 7, 2016 203 180.8400 -17- Price Per Share Covered Person Trade Date Number of Shares (in $) -------------- ---------------- ---------------- --------------- Dane E. Holmes November 7, 2016 460 180.8300 Dane E. Holmes November 7, 2016 558 180.8800 Brian J. Lee* November 7, 2016 3,740 180.0188 Dirk L. Lievens November 7, 2016 1,500 180.2016 Dirk L. Lievens November 7, 2016 2,000 180.2595 Peter J. Lyon November 7, 2016 6,921 180.0000 John V. Mallory November 7, 2016 2,800 181.0234 Christina P. Minnis November 7, 2016 9,758 180.7312 Peter C. Oppenheimer November 7, 2016 528 180.0000 David B. Philip November 7, 2016 5,413 180.0688 Luke A. Sarsfield III November 7, 2016 1,361 180.8896 Sarah E. Smith* November 7, 2016 2,664 180.0000 Michael L. Simpson November 7, 2016 1,666 180.9433 John J. Vaske November 7, 2016 1,000 180.8770 Robin A. Vince November 7, 2016 1,160 180.7099 Robin A. Vince November 7, 2016 1,840 180.7817 Robin A. Vince* November 7, 2016 1,000 180.8700 Andrew E. Wolff November 7, 2016 1,500 179.5000 Andrew E. Wolff November 7, 2016 1,500 181.0000 Fadi Abuali* November 8, 2016 500 181.0130 Thomas M. Dowling November 8, 2016 3,591 180.2200 Thomas M. Dowling* November 8, 2016 4,712 180.2200 Sheara J. Fredman November 8, 2016 841 180.4283 James R. Garman November 8, 2016 3,102 180.2200 Scott L. Lebovitz November 8, 2016 500 182.2620 Gwen R. Libstag* November 8, 2016 2,900 181.0000 Michelle H. Pinggera November 8, 2016 1,000 181.9418 Michael Smith November 8, 2016 300 180.2200 Andrew E. Wolff November 8, 2016 1,000 182.2960 Paul R. Aaron November 9, 2016 1,345 188.2468 Charles F. Adams* November 9, 2016 192 188.7952 Torrey J. Browder November 9, 2016 303 192.5000 Torrey J. Browder November 9, 2016 973 192.4600 Kent A. Clark November 9, 2016 3,569 192.4584 Abby Joseph Cohen November 9, 2016 1,000 187.7187 Abby Joseph Cohen November 9, 2016 1,000 191.3400 Abby Joseph Cohen* November 9, 2016 1,000 186.2000 Alan M. Cohen November 9, 2016 5,000 189.7526 Thomas G. Connolly November 9, 2016 5,854 191.0010 Justin F. Gmelich* November 9, 2016 30,000 185.7817 Alexander S. Golten November 9, 2016 200 187.5700 Matthias Hieber November 9, 2016 500 187.2960 Matthias Hieber November 9, 2016 715 188.0898 Martin Hintze November 9, 2016 338 188.1011 Martin Hintze November 9, 2016 1,347 188.1796 Kenneth L. Hirsch* November 9, 2016 2,000 192.5370 Simon N. Holden November 9, 2016 2,000 192.7840 Adrian M. Jones November 9, 2016 2,595 192.8102 Michael E. Koester November 9, 2016 4,000 192.9832 Deborah R. Leone November 9, 2016 1,828 192.7295 Gwen R. Libstag* November 9, 2016 1,350 185.0000 Gwen R. Libstag* November 9, 2016 1,350 190.0000 Dirk L. Lievens November 9, 2016 832 192.8512 -18- Price Per Share Covered Person Trade Date Number of Shares (in $) -------------- ---------------- ---------------- --------------- Luca M. Lombardi November 9, 2016 1,000 187.0000 David M. Marcinek November 9, 2016 800 186.3050 John J. McGuire, Jr. November 9, 2016 52 185.2600 John J. McGuire, Jr.* November 9, 2016 41 186.0900 John J. McGuire, Jr.* November 9, 2016 42 185.9800 Simon P. Morris November 9, 2016 4,466 191.3063 Jernej Omahen November 9, 2016 500 186.7800 Jernej Omahen November 9, 2016 1,000 186.3510 Jernej Omahen November 9, 2016 3,329 185.0128 Michelle H. Pinggera November 9, 2016 1,000 185.0000 Kenneth A. Pontarelli November 9, 2016 5,000 192.2335 Pablo J. Salame November 9, 2016 5,000 187.5296 Clare R. Scherrer November 9, 2016 10,000 192.6068 Marshall Smith November 9, 2016 1,000 188.5700 John J. Vaske November 9, 2016 500 186.7460 Robin A. Vince November 9, 2016 2,000 187.0000 Elisha Wiesel November 9, 2016 1,050 192.3262 Andrew E. Wolff November 9, 2016 3,000 188.1089 Andrew E. Wolff November 9, 2016 3,000 191.8980 * This transaction was conducted through an estate planning entity or private charitable foundation and relates to Other Shares. The following charitable contributions and other transfers of shares in transactions for which no consideration was received were made by the following Covered Person: Acquisition or Covered Person Transfer Date Number of Shares Disposition -------------- ---------------- ---------------- -------------- Gregory P. Lee October 19, 2016 58 Disposition Anthony H. Carpet October 21, 2016 1,440 Disposition George C. Lee October 24, 2016 1,428 Disposition Gary D. Cohn October 25, 2016 2,853 Disposition Gary D. Cohn October 25, 2016 5,705 Disposition Gregory P. Lee October 25, 2016 87 Disposition David M. Marcinek November 7, 2016 555 Disposition Charles P. Himmelberg November 9, 2016 585 Disposition -19- The following cashless exercises of stock options were effected by the following Covered Persons, with the indicated number of underlying shares withheld by the Company to satisfy the exercise price and, in certain cases, applicable taxes, and the indicated number of underlying shares sold through Fidelity Brokerage Services LLC for cash on the New York Stock Exchange:

Number Strike Number of Sales Number of of Price Shares Price Shares Covered Person Date of Exercise Options (in $) Withheld (in $) Sold -------------- ---------------- ------- ------ --------- -------- --------- William L. Jacob III October 19, 2016 1,660 78.78 1,262 174.8378 398 Christopher Milner October 19, 2016 5,500 78.78 3,916 174.8378 1,188 Shinichi Yokote October 19, 2016 4,314 78.78 3,047 174.8378 1,267 Shinichi Yokote October 19, 2016 9,686 78.78 6,840 174.8378 2,846 Dean C. Backer October 20, 2016 12,500 78.78 9,471 174.6995 3,029 Christopher Milner October 20, 2016 5,500 78.78 3,901 174.6995 1,199 Heather K. Shemilt October 20, 2016 10,000 78.78 7,577 174.6995 2,423 Christoph W. Stanger October 20, 2016 3,000 78.78 2,128 174.6995 872 Steve Windsor October 20, 2016 35,726 78.78 25,340 174.6995 8,714 Christopher Milner October 21, 2016 5,500 78.78 3,901 174.1520 1,199 Christoph W. Stanger October 24, 2016 1,000 78.78 710 175.2076 290 Christopher Milner October 25, 2016 5,500 78.78 3,897 175.4631 1,202 Christoph W. Stanger October 25, 2016 1,030 78.78 730 175.4631 300 John W. McMahon October 26, 2016 15,000 78.78 10,996 176.2248 4,004 Christopher Milner October 26, 2016 5,500 78.78 3,894 176.2248 1,205 Christopher Milner October 27, 2016 5,454 78.78 3,850 177.5955 1,203 Gene T. Sykes October 27, 2016 10,000 78.78 7,342 177.5955 2,658 John E. Waldron October 27, 2016 16,320 78.78 12,232 177.5955 4,088 Richard N. Ramsden October 31, 2016 11,800 78.78 8,197 178.0372 3,603 Anthony H. Carpet November 1, 2016 5,638 78.78 4,249 178.2759 1,389 John S. Willian November 1, 2016 10,000 78.78 7,298 178.2759 2,702 Carl Faker November 2, 2016 30,486 78.78 21,478 176.8203 9,008 Gene T. Sykes November 2, 2016 10,000 78.78 7,330 176.8203 2,670 John S. Willian November 3, 2016 10,000 78.78 7,318 176.9920 2,682 Jeffrey B. Goldenberg November 4, 2016 10,062 78.78 7,368 176.2909 2,694

-20- ANNEX D ITEM 6. DESCRIPTION OF POSITIONS IN DERIVATIVE INSTRUMENTS OF COVERED PERSONS. The following Covered Persons have written or purchased American-style standardized call options or put options on Voting Shares. The following sets forth the terms of options that were in place on November 9, 2016: Strike Instrument and Number of Price Covered Person Position Shares (in $) Maturity Date -------------- -------------- --------- ------ ---------------- Gregory A. Agran Call Written 7,900 170 January 20, 2017 Gregory A. Agran Call Written 12,500 180 April 21, 2017 Armen A. Avanessians* Call Written 15,000 185 January 20, 2017 Vivek Bohra Call Written 4,600 175 January 20, 2017 Michael J. Carr Call Written 7,700 180 January 20, 2017 James V. Covello Call Written 3,400 165 January 20, 2017 John S. Daly Call Written 3,000 165 January 20, 2017 Francois-Xavier De Mallmann Call Written 600 180 January 20, 2017 Francois-Xavier De Mallmann Call Written 1,000 190 January 20, 2017 Francois-Xavier De Mallmann Call Written 1,000 195 January 20, 2017 Francois-Xavier De Mallmann Call Written 1,000 175 January 20, 2017 Francois-Xavier De Mallmann Call Written 2,500 200 January 20, 2017 Daniel L. Dees Call Written 23,400 160 January 20, 2017 Mark F. Dehnert Call Written 34,200 220 January 20, 2017 Kathleen G. Elsesser Call Written 7,100 185 January 20, 2017 Kathleen G. Elsesser Call Written 7,100 180 January 20, 2017 Jeffrey M. Gido Call Written 700 180 January 20, 2017 Michelle Gill* Call Written 800 195 January 20, 2017 Michelle Gill Call Written 14,700 195 January 20, 2017 Cyril J. Goddeeris Call Written 3,600 190 January 20, 2017 Peter Gross Call Written 9,200 180 January 20, 2017 Todd Hohman Call Written 10,000 185 January 20, 2017 Todd Hohman Call Written 11,000 180 January 20, 2017 Ming Yunn Stephanie Hui* Call Written 10,000 175 January 20, 2017 Ming Yunn Stephanie Hui* Call Written 15,000 190 April 21, 2017 John J. Kim Call Written 2,000 190 January 20, 2017 John J. Kim Call Written 4,000 185 January 20, 2017 David J. Kostin Call Written 4,200 165 January 20, 2017 Scott L. Lebovitz Call Written 100 180 January 20, 2017 Scott L. Lebovitz Call Written 500 195 January 20, 2017 Scott L. Lebovitz Call Written 1,500 185 January 20, 2017 Ronald Lee Call Written 2,700 195 January 20, 2017 John J. McGuire, Jr.* Call Written 1,600 175 January 20, 2017 John J. McGuire, Jr. Call Written 2,000 175 January 20, 2017 Avinash Mehrotra Call Written 2,500 175 January 20, 2017 Avinash Mehrotra Call Written 2,500 170 January 20, 2017 Avinash Mehrotra Call Written 3,000 195 April 21, 2017 Marc O. Nachmann Call Written 8,000 155 January 20, 2017 Peter C. Oppenheimer Call Written 200 175 January 20, 2017 Kenneth A. Pontarelli Call Written 5,000 170 January 20, 2017 Andrew K. Rennie Call Written 11,100 170 January 20, 2017 Michael Rimland Call Written 10,000 185 January 20, 2017 Guy E. Saidenberg Call Written 5,700 180 January 20, 2017 -21- Strike Instrument and Number of Price Covered Person Position Shares (in $) Maturity Date -------------- -------------- --------- ------ ---------------- Guy E. Saidenberg Call Written 13,900 175 January 20, 2017 Julian Salisbury Call Written 9,700 180 January 20, 2017 Stephen M. Scherr Call Written 16,000 175 January 20, 2017 Umesh Subramanian Call Written 1,100 185 January 20, 2017 Andrea Vella Call Written 20,300 195 January 20, 2017 Andrea Vella Call Written 50,000 190 January 20, 2017 Alejandro Vollbrechthausen Call Written 8,400 185 January 20, 2017 Alejandro Vollbrechthausen Call Written 8,500 190 January 20, 2017 Simon R. Watson Call Written 1,300 180 January 20, 2017 * This transaction was conducted through an estate planning entity or private charitable foundation and relates to Other Shares. -22- SIGNATURES 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 23, 2016 By: /s/ Benjamin J. Rader ----------------------------- Name: Benjamin J. Rader Title: Attorney-in-Fact -23- EXHIBIT INDEX Exhibit Description ------- ---------------------------------------------------------------------- A. Registration Rights Instrument, dated as of December 10, 1999 (incorporated by reference to Exhibit G to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)). B. Form of Counterpart to Shareholders' Agreement for former profit participating limited partners of The Goldman Sachs Group, L.P. (incorporated by reference to Exhibit I to Amendment No. 2 to the Initial Schedule 13D, filed June 21, 2000 (File No. 005-56295)). C. Form of Counterpart to Shareholders' Agreement for non-U.S. corporations (incorporated by reference to Exhibit L to Amendment No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)). D. Form of Counterpart to Shareholders' Agreement for non-U.S. trusts (incorporated by reference to Exhibit M to Amendment No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)). E. Supplemental Registration Rights Instrument, dated as of June 19, 2000 (incorporated by reference to Exhibit R to Amendment No. 5 to the Initial Schedule 13D, filed August 2, 2000 (File No. 005-56295)). F. Power of Attorney (incorporated by reference to Exhibit F to Amendment No. 91 to the Initial Schedule 13D, filed February 9, 2016 (File No. 005-56295)). G. Form of Written Consent Relating to Sale and Purchase of Common Stock (incorporated by reference to Exhibit FF to Amendment No. 35 to the Initial Schedule 13D, filed January 8, 2003 (File No. 005-56295)). H. Amended and Restated Shareholders' Agreement, effective as of January 15, 2015 (incorporated by reference to Exhibit 10.6 to GS Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (File No. 001-14965)).