Filing Details

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 File No. 005-56295 ----------------- SCHEDULE 13D/A (Rule 13d-101) Amendment No. 93 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) January 24, 2017 (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. 93 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. 93 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 January 24, 2017. (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, 7,791,432 shares of Common Stock are subject to the Transfer Restrictions as of January 24, 2017. 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, Harvey M. Schwartz and David M. Solomon 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 ACQUIREEXERCISABLE WITHIN 60 DAYS. An aggregate of 3,275,997 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 January 24, 2017. 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 $) -------------- ---------------- ---------------- --------------- Avinash Mehrotra January 11, 2017 200 170.0000 Kenneth A. Pontarelli January 11, 2017 300 170.0000 Andrew K. Rennie January 11, 2017 600 170.0000 Armen A. Avanessians* January 18, 2017 1,700 185.0000 Vivek Bohra January 18, 2017 500 175.0000 Francois-Xavier de Mallmann January 18, 2017 100 175.0000 Kathleen G. Elsesser January 18, 2017 800 185.0000 Todd Hohman January 18, 2017 1,100 185.0000 Ming Yunn Stephanie Hui* January 18, 2017 1,000 175.0000 John J. Kim January 18, 2017 500 185.0000 Scott L. Lebovitz January 18, 2017 200 185.0000 John J. McGuire, Jr. January 18, 2017 200 175.0000 John J. McGuire, Jr.* January 18, 2017 100 175.0000 John J. McGuire, Jr.* January 18, 2017 100 175.0000 Avinash Mehrotra January 18, 2017 200 175.0000 Michael Rimland January 18, 2017 1,100 185.0000 Guy E. Saidenberg January 18, 2017 1,400 175.0000 Stephen M. Scherr January 18, 2017 1,600 175.0000 Umesh Subramanian January 18, 2017 100 185.0000 Alejandro Vollbrechthausen January 18, 2017 900 185.0000 Sonjoy Chatterjee January 19, 2017 5,300 231.6185 Alex S. Chi January 19, 2017 1,253 232.2000 James V. Covello January 19, 2017 98 233.2500 Jeffrey R. Currie January 19, 2017 206 234.0700 Massimo Della Ragione January 19, 2017 1,090 234.0700 Donald J. Duet January 19, 2017 5,955 231.9258 Kathleen G. Elsesser January 19, 2017 12,700 232.1534 Jeffrey M. Gido January 19, 2017 600 232.5427 Cyril J. Goddeeris January 19, 2017 100 190.0000 Amanda S. Hindlian January 19, 2017 379 232.3737 Scott L. Lebovitz January 19, 2017 1,900 233.8379 Ronald Lee January 19, 2017 2,700 234.0000 Gwen R. Libstag* January 19, 2017 15 234.0700 Paula B. Madoff* January 19, 2017 5,941 234.0700 John V. Mallory January 19, 2017 1,000 234.1980 John W. McMahon January 19, 2017 5,000 231.3785 David D. Miller January 19, 2017 1,030 232.8500 David D. Miller January 19, 2017 100 232.8600 David D. Miller January 19, 2017 200 232.8700 Masanori Mochida January 19, 2017 25,918 234.0801 Una M. Neary January 19, 2017 1,789 231.7235 Julian Salisbury January 19, 2017 8,800 232.1764 Harvey M. Schwartz January 19, 2017 25,000 233.9887 Kristin O. Smith January 19, 2017 543 232.3527 Steven H. Strongin* January 19, 2017 1,994 234.0700 Joseph Struzziery III January 19, 2017 1,203 233.4310 Peter van der Goes, Jr. January 19, 2017 944 231.6424 Damien R. Vanderwilt January 19, 2017 745 231.1658 Andrea Vella January 19, 2017 900 190.0000 Alejandro Vollbrechthausen January 19, 2017 200 190.0000 Gregory A. Agran January 20, 2017 1,300 170.0000 Armen A. Avanessians* January 20, 2017 13,300 185.0000 Vivek Bohra January 20, 2017 1,300 175.0000 -17- Price Per Share Covered Person Trade Date Number of Shares (in $) -------------- ---------------- ---------------- --------------- Michael J. Carr January 20, 2017 7,700 210.0000 Michael J. Carr* January 20, 2017 123 210.0000 Michael J. Carr* January 20, 2017 3,977 210.0000 David Chou January 20, 2017 6,000 231.2910 James V. Covello January 20, 2017 600 165.0000 Francois-Xavier de Mallmann January 20, 2017 300 175.0000 Francois-Xavier de Mallmann January 20, 2017 600 180.0000 Francois-Xavier de Mallmann January 20, 2017 1,000 190.0000 Francois-Xavier de Mallmann January 20, 2017 1,000 195.0000 Francois-Xavier de Mallmann January 20, 2017 2,500 200.0000 Daniel L. Dees January 20, 2017 4,800 160.0000 Mark F. Dehnert January 20, 2017 34,200 220.0000 Cyril J. Goddeeris January 20, 2017 3,500 190.0000 Jeffrey B. Goldenberg January 20, 2017 5,000 220.0000 Peter Gross January 20, 2017 8,300 180.0000 Todd Hohman January 20, 2017 10,000 180.0000 Todd Hohman January 20, 2017 8,900 185.0000 Ming Yunn Stephanie Hui* January 20, 2017 2,900 175.0000 John J. Kim January 20, 2017 3,500 185.0000 John J. Kim January 20, 2017 2,000 190.0000 David J. Kostin January 20, 2017 800 165.0000 Bruce M. Larson January 20, 2017 1,133 231.8600 John J. McGuire, Jr. January 20, 2017 600 175.0000 John J. McGuire, Jr.* January 20, 2017 200 175.0000 John J. McGuire, Jr.* January 20, 2017 200 175.0000 Avinash Mehrotra January 20, 2017 700 232.9386 Avinash Mehrotra January 20, 2017 400 232.9475 Ali S. Melli January 20, 2017 2,000 190.0000 Ali S. Melli January 20, 2017 2,000 200.0000 Ali S. Melli January 20, 2017 2,000 210.0000 Masanori Mochida January 20, 2017 200,000 231.2814 Timothy H. Moe January 20, 2017 1,216 231.0460 Timothy H. Moe January 20, 2017 1,784 231.8600 Thomas C. Morrow January 20, 2017 2,160 231.8211 Marc O. Nachmann January 20, 2017 200 155.0000 Peter C. Oppenheimer January 20, 2017 100 175.0000 Kenneth A. Pontarelli January 20, 2017 900 170.0000 Kenneth A. Pontarelli January 20, 2017 2,100 200.0000 Andrew K. Rennie January 20, 2017 1,900 170.0000 Michael Rimland January 20, 2017 8,900 185.0000 Jason T. Rowe January 20, 2017 286 232.1600 Guy E. Saidenberg January 20, 2017 4,000 175.0000 Guy E. Saidenberg January 20, 2017 5,200 180.0000 Stephen M. Scherr January 20, 2017 4,700 175.0000 Heather K. Shemilt January 20, 2017 4,000 230.0000 Umesh Subramanian January 20, 2017 1,000 185.0000 Andrea Vella January 20, 2017 49,100 190.0000 Andrea Vella January 20, 2017 20,300 195.0000 Andrea Vella January 20, 2017 50,000 215.0000 Jeffrey L. Verschleiser January 20, 2017 20,900 220.0000 Alejandro Vollbrechthausen January 20, 2017 7,500 185.0000 Alejandro Vollbrechthausen January 20, 2017 8,300 190.0000 Simon R. Watson January 20, 2017 1,200 180.0000 -18- Price Per Share Covered Person Trade Date Number of Shares (in $) -------------- ---------------- ---------------- --------------- Deborah R. Beckmann January 23, 2017 400 231.8500 Deborah R. Beckmann January 23, 2017 200 231.8600 Iain N. Drayton January 23, 2017 1,619 232.0000 Jan Hatzius January 23, 2017 1,356 231.8682 Ali S. Melli January 23, 2017 4,000 232.7537 Mark A. Van Wyk January 23, 2017 482 231.3000 Mark A. Van Wyk January 23, 2017 114 231.3200 Mark A. Van Wyk January 23, 2017 205 231.3300 Fadi Abuali January 24, 2017 45 232.3585 Raanan A. Agus January 24, 2017 5,000 232.0000 Raanan A. Agus January 24, 2017 4,060 235.6923 Philip S. Armstrong January 24, 2017 822 232.0000 Stacy E. Bash-Polley January 24, 2017 2,368 234.5625 Gareth W. Bater January 24, 2017 2,633 232.0000 Deborah R. Beckmann January 24, 2017 450 235.3600 Jonathan A. Beinner January 24, 2017 4,844 232.0000 Heather Bellini January 24, 2017 1,537 235.1910 Tracey E. Benford January 24, 2017 1,532 235.2887 Philip R. Berlinski January 24, 2017 104 234.0000 Stefan R. Bollinger January 24, 2017 150 232.3585 Brian W. Bolster January 24, 2017 369 232.0000 William C. Bousquette, Jr. January 24, 2017 225 232.0000 Michael J. Brandmeyer January 24, 2017 1,865 234.7428 Jason H. Brauth January 24, 2017 1,999 233.5000 Michael Bruun January 24, 2017 161 232.3585 Steven M. Bunson January 24, 2017 657 232.0000 Robert A. Camacho January 24, 2017 171 232.0000 Philippe L. Camu January 24, 2017 192 232.3585 Tavis Cannell January 24, 2017 102 232.3585 Donald J. Casturo January 24, 2017 1,566 232.0314 Christian Channell January 24, 2017 500 235.3700 Sonjoy Chatterjee January 24, 2017 3,736 232.0305 R. Martin Chavez January 24, 2017 5,305 234.3387 Gary W. Chropuvka January 24, 2017 462 235.6539 Darren W. Cohen January 24, 2017 114 232.0000 Kathleen A. Connolly January 24, 2017 305 233.7610 James V. Covello January 24, 2017 780 232.1280 Michael D. Daffey January 24, 2017 623 232.3585 Jennifer L. Davis January 24, 2017 137 232.0000 Francois-Xavier de Mallmann January 24, 2017 1,308 232.3585 Francois-Xavier de Mallmann January 24, 2017 1,100 234.2432 Olaf Diaz-Pintado January 24, 2017 407 232.0000 Joseph P. Disabato January 24, 2017 81 234.4600 Joseph P. Disabato January 24, 2017 265 234.4649 Joseph P. Disabato January 24, 2017 464 234.4700 Joseph P. Disabato January 24, 2017 265 234.4600 Donald J. Duet January 24, 2017 1,119 233.9831 Alessandro Dusi January 24, 2017 165 232.3585 Charalampos Eliades January 24, 2017 145 232.3585 Edward A. Emerson* January 24, 2017 5,108 233.1992 Michael P. Esposito January 24, 2017 3,065 235.6633 Carl Faker January 24, 2017 260 232.3585 -19- Price Per Share Covered Person Trade Date Number of Shares (in $) -------------- ---------------- ---------------- --------------- Stephan J. Feldgoise January 24, 2017 1,296 231.2185 Jonathan H. Fine January 24, 2017 280 232.0000 Sheara J. Fredman January 24, 2017 400 232.0000 Christopher G. French January 24, 2017 2,385 234.7026 Johannes P. Fritze January 24, 2017 195 232.0000 Johannes P. Fritze January 24, 2017 45 233.9800 Charlie H. Gailliot January 24, 2017 2,619 235.1760 Gonzalo R. Garcia January 24, 2017 1,160 232.0000 Gonzalo R. Garcia January 24, 2017 532 232.3585 M. Huntley Garriott, Jr. January 24, 2017 427 232.0000 Francesco U. Garzarelli January 24, 2017 2 232.3585 Matthew R. Gibson January 24, 2017 1,837 235.0170 Nick V. Giovanni January 24, 2017 424 235.1432 Joshua Glassman January 24, 2017 225 235.6800 Cyril J. Goddeeris January 24, 2017 954 235.4760 Court E. Golumbic January 24, 2017 67 232.0000 Michael J. Graziano January 24, 2017 1,357 234.4887 Peter Gross January 24, 2017 2,379 234.8104 Jan Hatzius January 24, 2017 3,201 234.3060 Peter Hermann January 24, 2017 164 232.3585 Peter Hermann January 24, 2017 821 235.1724 Matthias Hieber January 24, 2017 165 232.3585 Amanda S. Hindlian January 24, 2017 91 234.8100 Martin Hintze January 24, 2017 1,332 232.0000 Martin Hintze January 24, 2017 1,062 232.3585 Russell W. Horwitz January 24, 2017 400 232.0000 Irfan S. Hussain January 24, 2017 492 232.1412 Russell E. Hutchinson January 24, 2017 242 234.6069 Omer Ismail January 24, 2017 114 232.0000 William L. Jacob III January 24, 2017 1,753 232.0000 Christian W. Johnston January 24, 2017 8,096 233.7880 Andrew J. Jonas January 24, 2017 1,119 232.0000 Tammy A. Kiely January 24, 2017 120 234.6600 Simon J. Kingsbury January 24, 2017 2,576 234.6067 Marie Louise Kirk January 24, 2017 443 233.0500 J. Christopher A. Kojima January 24, 2017 1,219 235.1698 Adam M. Korn January 24, 2017 1,753 234.5281 Meena K. Lakdawala January 24, 2017 822 235.1692 Eric S. Lane January 24, 2017 5,000 234.7817 David W. Lang January 24, 2017 454 234.9925 Hugh J. Lawson January 24, 2017 1,323 232.0000 David A. Lehman January 24, 2017 473 234.5600 Todd W. Leland January 24, 2017 2,223 232.0000 Todd W. Leland January 24, 2017 235 232.3585 Tianqing Li January 24, 2017 1,880 235.0000 Dirk L. Lievens January 24, 2017 326 232.3585 Kyriacos Loupis January 24, 2017 773 234.4626 David B. Ludwig January 24, 2017 727 234.9000 Peter J. Lyon January 24, 2017 1,119 235.0000 John V. Mallory January 24, 2017 1,000 235.6755 Richard M. Manley January 24, 2017 761 232.9600 Richard M. Manley January 24, 2017 1,157 232.9900 Clifton C. Marriott January 24, 2017 52 231.5300 -20- Price Per Share Covered Person Trade Date Number of Shares (in $) -------------- ---------------- ---------------- --------------- Sarah Marie Martin January 24, 2017 4,022 232.1534 Alison J. Mass January 24, 2017 1,753 232.3802 James A. McNamara January 24, 2017 1,545 232.0000 Anthony J. Miller January 24, 2017 2,269 232.0000 Christina P. Minnis January 24, 2017 1,119 232.0000 Timothy H. Moe January 24, 2017 5,000 232.1275 Joseph Montesano January 24, 2017 1,323 235.6807 Sam Alexander Morgan January 24, 2017 603 234.6201 Marc O. Nachmann January 24, 2017 605 232.5500 Marc O. Nachmann* January 24, 2017 2,229 232.5235 Ezra Nahum January 24, 2017 1,289 233.0959 Jeffrey P. Nedelman* January 24, 2017 1,753 234.6561 Gavin G. O'Connor January 24, 2017 893 232.0000 Gavin G. O'Connor* January 24, 2017 1,044 232.0000 Brett A. Olsher January 24, 2017 1,765 232.0000 Lisa Opoku January 24, 2017 604 232.0000 Michael Martin Paese January 24, 2017 183 232.0000 Konstantinos N. Pantazopoulos January 24, 2017 456 232.3585 James R. Paradise January 24, 2017 2,500 233.9268 James R. Paradise January 24, 2017 2,500 234.1024 James R. Paradise January 24, 2017 2,500 234.4384 James R. Paradise January 24, 2017 2,500 234.8136 James R. Paradise January 24, 2017 2,500 236.0000 Francesco Pascuzzi January 24, 2017 75 232.3585 Francesco Pascuzzi January 24, 2017 152 235.3800 Sheila H. Patel January 24, 2017 3,141 232.4500 Alexander E. Potter January 24, 2017 591 232.0000 Gilberto Pozzi January 24, 2017 381 232.3585 Gilberto Pozzi January 24, 2017 464 235.5700 Gilberto Pozzi January 24, 2017 542 235.6300 Macario Prieto January 24, 2017 109 232.3585 John J. Rafter January 24, 2017 127 232.3585 John J. Rafter January 24, 2017 15,000 235.3548 James H. Reynolds January 24, 2017 587 232.3585 Sean D. Rice January 24, 2017 1,097 232.3081 Kate D. Richdale January 24, 2017 4,957 234.1477 Michael J. Richman January 24, 2017 717 232.0000 Scott M. Rofey January 24, 2017 1,000 234.2330 Scott A. Romanoff January 24, 2017 1,012 232.0000 Johannes Rombouts January 24, 2017 97 232.3585 David T. Rusoff January 24, 2017 414 232.0000 Peter C. Russell January 24, 2017 1,289 234.8455 Guy E. Saidenberg January 24, 2017 457 232.3585 Luke A. Sarsfield III January 24, 2017 329 235.6500 Adam H. Savarese January 24, 2017 6,074 231.6885 Jason M. Savarese January 24, 2017 525 234.8819 Susan J. Scher January 24, 2017 1,357 232.0000 Stephen M. Scherr January 24, 2017 5,122 233.3072 Joshua S. Schiffrin January 24, 2017 4,613 232.0955 Stacy D. Selig January 24, 2017 91 232.4700 Gaurav Seth January 24, 2017 397 232.0000 Tejas A. Shah January 24, 2017 866 232.4292 Konstantin A. Shakhnovich January 24, 2017 1,461 232.1640 Richard L. Siewert, Jr. January 24, 2017 687 234.7713 -21- Price Per Share Covered Person Trade Date Number of Shares (in $) -------------- ---------------- ---------------- --------------- Suhail A. Sikhtian January 24, 2017 3,266 235.5748 Suhail A. Sikhtian* January 24, 2017 11,699 235.4857 Jason E. Silvers January 24, 2017 137 232.0000 Gavin Simms January 24, 2017 1,014 234.4131 Gavin Simms* January 24, 2017 275 234.0909 Michael L. Simpson January 24, 2017 332 232.0000 Christoph W. Stanger January 24, 2017 155 232.3585 Esta E. Stecher* January 24, 2017 1,227 235.2343 Kevin M. Sterling January 24, 2017 3,077 234.3863 Steven H. Strongin January 24, 2017 4,567 232.0000 Joseph Struzziery III January 24, 2017 1,086 232.0000 Umesh Subramanian January 24, 2017 313 232.0000 Ram K. Sundaram January 24, 2017 4,000 234.2284 Damian E. Sutcliffe January 24, 2017 521 232.1142 Michael S. Swell January 24, 2017 1,029 235.4321 Christopher W. Taendler January 24, 2017 624 232.5000 Harit Talwar January 24, 2017 4,905 235.1849 Jeremy Taylor January 24, 2017 2,226 232.0000 Thomas D. Teles January 24, 2017 1,461 234.2727 David S. Thomas January 24, 2017 1,941 231.6645 Thomas Tormey January 24, 2017 2,518 231.5037 Frederick Towfigh January 24, 2017 500 233.9500 Matthew P. Verrochi January 24, 2017 1,389 232.0000 Simon R. Watson January 24, 2017 241 232.9719 Owen O. West January 24, 2017 2,167 232.1277 Andrew F. Wilson January 24, 2017 932 232.3585 Neil Edward Wolitzer January 24, 2017 163 232.0000 Wassim G. Younan January 24, 2017 170 232.3585 * This transaction was conducted through an estate planning entity or private charitable foundation and relates to Other Shares. The following purchases of Other Shares were made by the following Covered Persons: Price Per Share Covered Person Trade Date Number of Shares (in $) -------------- ----------------- ---------------- --------------- Andrea Vella November 25, 2016 50,000 211.9996 The following charitable contributions and other transfers of shares in transactions for which no consideration was received were made by the following Covered Persons: Acquisition or Covered Person Transfer Date Number of Shares Disposition -------------- ----------------- ---------------- -------------- Valentino D. Carlotti November 25, 2016 945 Disposition Kevin G. Kelly November 25, 2016 40 Disposition Gregory P. Lee December 14, 2016 490 Disposition John V. Mallory December 14, 2016 424 Disposition Charles F. Adams* December 15, 2016 280 Disposition Richard A. Friedman December 15, 2016 16,421 Disposition John J. Kim December 16, 2016 756 Disposition Valentino D. Carlotti December 23, 2016 832 Disposition -22- Acquisition or Covered Person Transfer Date Number of Shares Disposition -------------- ----------------- ---------------- -------------- Justin G. Gmelich December 30, 2016 5,740 Disposition Scott M. Rofey January 24, 2017 646 Disposition David M. Solomon* January 24, 2017 108 Disposition Elisha Wiesel January 24, 2017 2,368 Disposition * This transfer was conducted through an estate planning entity or private charitable foundation. 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 -------------- ----------------- ------- ------ --------- -------- --------- Heather K. Shemilt November 25, 2016 5,000 78.78 3,611 211.8567 1,389 Marshall Smith November 25, 2016 6,000 78.78 4,333 211.8567 1,667 Simon N. Holden November 25, 2016 7,402 78.78 4,935 211.8567 2,467 Alan S. Kava November 25, 2016 9,159 78.78 6,615 211.8567 2,544 Robin A. Vince November 25, 2016 10,000 78.78 7,222 211.8567 2,778 Paula B. Madoff January 19, 2017 19,934 78.78 14,106 231.8661 5,828 Simon P. Morris January 19, 2017 156,071 78.78 101,168 231.8661 54,903 Gene T. Sykes January 20, 2017 10,000 78.78 6,842 231.6263 3,158 Esta E. Stecher January 23, 2017 11,928 204.16 11,280 232.1972 648 Marshall Smith January 24, 2017 4,360 78.78 3,086 234.2387 1,274 Gene T. Sykes January 24, 2017 5,000 78.78 3,417 234.2387 1,583 William L. Jacob III January 24, 2017 10,000 78.78 7,078 234.2387 2,922 John S. Willian January 24, 2017 20,000 78.78 13,594 234.2387 6,406

-23- 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 12,500 180 April 21, 2017 Denis P. Coleman III Call Written 3,900 210 June 16, 2017 Alessandro Dusi Call Written 1,500 215 June 16, 2017 Alessandro Dusi Call Written 1,000 210 June 16, 2017 Michelle Gill Call Written 14,700 195 April 21, 2017 Michelle Gill* Call Written 800 195 April 21, 2017 Ming Yunn Stephanie Hui* Call Written 15,000 190 April 21, 2017 Laurent Lellouche Put Written 8,100 150 January 19, 2018 John J. McCabe Call Written 1,000 230 April 21, 2017 Avinash Mehrotra Call Written 3,000 195 April 21, 2017 Avinash Mehrotra Call Written 3,000 210 April 21, 2017 Richard N. Ramsden Call Written 10,000 230 April 21, 2017 Mahesh Saireddy Call Written 5,300 180 June 16, 2017 * This transaction was conducted through an estate planning entity or private charitable foundation and relates to Other Shares. -24- 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: February 8, 2017 By: /s/ Benjamin J. Rader ----------------------------- Name: Benjamin J. Rader Title: Attorney-in-Fact -25- 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)).