Filing Details

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* BAOZUN INC. ------------------------------------------------------------------------------- (Name of Issuer) Class A Ordinary Shares, par value US$0.0001 per share ------------------------------------------------------------------------------- (Title of Class of Securities) 06684L103** -------------------------------------------- (CUSIP Number) December 31, 2016 ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [_] Rule 13d-1(c) [X] Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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 relates to the American depositary shares, each representing three Class A ordinary shares. Page 1 of 17

----------------------- CUSIP No. 06684L103 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person Goldman Sachs Asset Management (Goldman Sachs Asset Management, L.P., together with GS Investment Strategies, LLC, "Goldman Sachs Asset Management") ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 7,946,985* Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 7,946,985* ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 7,946,985* ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 5.4 %** ------------------------------------------------------------------------------ 12. Type of Reporting Person IA ------------------------------------------------------------------------------ *2,648,995 American depositary shares, which represent 7,946,985 Class A ordinary shares. **Based on 146,062,986 Class A ordinary shares outstanding as of December 13, 2016, as reported in the Issuer's Prospectus filed with the Securities & Exchange Commission on December 8, 2016. Page 2 of 17 ----------------------- CUSIP No. 06684L103 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GOLDMAN SACHS INVESTMENT PARTNERS GP, LLC ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 3,178,791* Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 3,178,791* ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,178,791* ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 2.2 %** ------------------------------------------------------------------------------ 12. Type of Reporting Person OO ------------------------------------------------------------------------------ *1,059,597 American depositary shares, which represent 3,178,791 Class A ordinary shares. **Based on 146,062,986 Class A ordinary shares outstanding as of December 13, 2016, as reported in the Issuer's Prospectus filed with the Securities & Exchange Commission on December 8, 2016. Page 3 of 17 ----------------------- CUSIP No. 06684L103 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person Global Long Short Partners Master LP ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Cayman Islands ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 3,178,791* Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 3,178,791* ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,178,791* ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 2.2 %** ------------------------------------------------------------------------------ 12. Type of Reporting Person PN ------------------------------------------------------------------------------ *1,059,597 American depositary shares, which represent 3,178,791 Class A ordinary shares. **Based on 146,062,986 Class A ordinary shares outstanding as of December 13, 2016, as reported in the Issuer's Prospectus filed with the Securities & Exchange Commission on December 8, 2016. Page 4 of 17 ----------------------- CUSIP No. 06684L103 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GOLDMAN SACHS INVESTMENT PARTNERS PRIVATE OPPORTUNITIES ADVISORS, L.L.C. ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 4,768,194* Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 4,768,194* ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 4,768,194* ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 3.3 %** ------------------------------------------------------------------------------ 12. Type of Reporting Person OO ------------------------------------------------------------------------------ *1,589,398 American depositary shares, which represent 4,768,194 Class A ordinary shares. **Based on 146,062,986 Class A ordinary shares outstanding as of December 13, 2016, as reported in the Issuer's Prospectus filed with the Securities & Exchange Commission on December 8, 2016. Page 5 of 17 ----------------------- CUSIP No. 06684L103 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person Global Private Opportunities Partners Holdings LP ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Cayman Islands ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 4,768,194* Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 4,768,194* ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 4,768,194* ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 3.3 %** ------------------------------------------------------------------------------ 12. Type of Reporting Person PN ------------------------------------------------------------------------------ *1,589,398 American depositary shares, which represent 4,768,194 Class A ordinary shares. **Based on 146,062,986 Class A ordinary shares outstanding as of December 13, 2016, as reported in the Issuer's Prospectus filed with the Securities & Exchange Commission on December 8, 2016. Page 6 of 17 Item 1(a). Name of Issuer: BAOZUN INC. Item 1(b). Address of Issuer's Principal Executive Offices: Building B, No. 1268 Wanrong Road Shanghai 200436 The People's Republic of China Item 2(a). Name of Persons Filing: GOLDMAN SACHS ASSET MANAGEMENT GOLDMAN SACHS INVESTMENT PARTNERS GP, LLC Global Long Short Partners Master LP GOLDMAN SACHS INVESTMENT PARTNERS PRIVATE OPPORTUNITIES ADVISORS, L.L.C. Global Private Opportunities Partners Holdings LP Item 2(b). Address of Principal Business Office or, if none, Residence: GOLDMAN SACHS ASSET MANAGEMENT, GOLDMAN SACHS INVESTMENT PARTNERS GP, LLC, Global Long Short Partners Master LP, GOLDMAN SACHS INVESTMENT PARTNERS PRIVATE OPPORTUNITIES ADVISORS, L.L.C. Global Private Opportunities Partners Holdings LP: 200 West Street New York, NY 10282 Item 2(c). Citizenship: GOLDMAN SACHS ASSET MANAGEMENT, L.P. - Delaware GS INVESTMENT STRATEGIES, LLC - Delaware GOLDMAN SACHS INVESTMENT PARTNERS GP, LLC - Delaware Global Long Short Partners Master LP - Cayman Islands GOLDMAN SACHS INVESTMENT PARTNERS PRIVATE OPPORTUNITIES ADVISORS, L.L.C. - Delaware Global Private Opportunities Partners Holdings LP - Cayman Islands Item 2(d). Title of Class of Securities: Class A Ordinary Shares, par value US$0.0001 per share Item 2(e). CUSIP Number: 06684L103 Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: (a).[_] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). (b).[_] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). (c).[_] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). (d).[_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e).[_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f).[_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g).[_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h).[_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i).[_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j).[_] A non-U.S.institution in accordance with Rule 13d-1(b)(1)(ii)(J); (k).[_] A group, in accordance with Rule 13d-1(b)(1)(ii) (A) through (K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: Page 7 of 17 Item 4. Ownership.* (a). Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s). (b). Percent of Class: See the response(s)to Item 11 on the attached cover page(s). (c). Number of shares as to which such person has: (i). Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s). (ii). Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s). (iii). Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s). (iv). Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s). Item 5. Ownership of Five Percent or Less of a Class. Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. Clients of the Reporting Person(s) have or may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities held in their accounts. Clients known to have such right or power with respect to more than 5% of the class of securities to which this report relates are: NONE Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not Applicable Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certification. Not Applicable -------------------------- *In accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities beneficially owned by certain operating units (collectively, the "Goldman Sachs Reporting Units") of The Goldman Sachs Group, Inc. and its subsidiaries and affiliates (collectively, "GSG"). This filing does not reflect securities, if any, beneficially owned by any operating units of GSG whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release. The Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion or both, or with respect to which there are limits on their voting or investment authority or both and (ii) certain investment entities of which the Goldman Sachs Reporting Units act as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units. Page 8 of 17 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. Date: February 13, 2017 GOLDMAN SACHS ASSET MANAGEMENT, L.P. By:/s/ Veruna Stanescu ---------------------------------------- Name: Veruna Stanescu Title: Attorney-in-fact GS INVESTMENT STRATEGIES, LLC By:/s/ Veruna Stanescu ---------------------------------------- Name: Veruna Stanescu Title: Attorney-in-fact GOLDMAN SACHS INVESTMENT PARTNERS GP, LLC By:/s/ Veruna Stanescu ---------------------------------------- Name: Veruna Stanescu Title: Attorney-in-fact Global Long Short Partners Master LP By:/s/ Veruna Stanescu ---------------------------------------- Name: Veruna Stanescu Title: Attorney-in-fact GOLDMAN SACHS INVESTMENT PARTNERS PRIVATE OPPORTUNITIES ADVISORS, L.L.C. By:/s/ Veruna Stanescu ---------------------------------------- Name: Veruna Stanescu Title: Attorney-in-fact Global Private Opportunities Partners Holdings LP By:/s/ Veruna Stanescu ---------------------------------------- Name: Veruna Stanescu Title: Attorney-in-fact Page 9 of 17 INDEX TO EXHIBITS Exhibit No. Exhibit ----------- ------- 99.1 Joint Filing Agreement 99.2 Power of Attorney, relating to GOLDMAN SACHS ASSET MANAGEMENT, L.P. 99.3 Power of Attorney, relating to GS INVESTMENT STRATEGIES, LLC 99.4 Power of Attorney, relating to GOLDMAN SACHS INVESTMENT PARTNERS GP, LLC 99.5 Power of Attorney, relating to Global Long Short Partners Master LP 99.6 Power of Attorney, relating to GOLDMAN SACHS INVESTMENT PARTNERS PRIVATE OPPORTUNITIES ADVISORS, L.L.C. 99.7 Power of Attorney, relating to Global Private Opportunities Partners Holdings LP Page 10 of 17 EXHIBIT (99.1) JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A Ordinary Shares, par value US$0.0001 per share, of BAOZUN INC. and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G. Date: February 13, 2017 GOLDMAN SACHS ASSET MANAGEMENT, L.P. By:/s/ Veruna Stanescu ---------------------------------------- Name: Veruna Stanescu Title: Attorney-in-fact GS INVESTMENT STRATEGIES, LLC By:/s/ Veruna Stanescu ---------------------------------------- Name: Veruna Stanescu Title: Attorney-in-fact GOLDMAN SACHS INVESTMENT PARTNERS GP, LLC By:/s/ Veruna Stanescu ---------------------------------------- Name: Veruna Stanescu Title: Attorney-in-fact Global Long Short Partners Master LP By:/s/ Veruna Stanescu ---------------------------------------- Name: Veruna Stanescu Title: Attorney-in-fact GOLDMAN SACHS INVESTMENT PARTNERS PRIVATE OPPORTUNITIES ADVISORS, L.L.C. By:/s/ Veruna Stanescu ---------------------------------------- Name: Veruna Stanescu Title: Attorney-in-fact Global Private Opportunities Partners Holdings LP By:/s/ Veruna Stanescu ---------------------------------------- Name: Veruna Stanescu Title: Attorney-in-fact Page 11 of 17 EXHIBIT (99.3) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS GS INVESTMENT STRATEGIES, LLC (the "Company") does hereby make, constitute and appoint each of Annie Hsu, Jeremy Kahn, Abdul Khayum, Jerry Li, and Veruna Stanescu (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in- fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney- in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of July 31st, 2016. GS INVESTMENT STRATEGIES, LLC By: /s/ Umit Alptuna ____________________________ Name: Umit Alptuna Title: Authorized Signatory and Managing Director Page 13 of 17 EXHIBIT (99.4) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS GOLDMAN SACHS INVESTMENT PARTNERS GP, LLC (the "Company") does hereby make, constitute and appoint each of Annie Hsu, Jeremy Kahn, Abdul Khayum, Jerry Li, and Veruna Stanescu (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of July 31st, 2016. GOLDMAN SACHS INVESTMENT PARTNERS GP, LLC By: /s/ Umit Alptuna ____________________________ Name: Umit Alptuna Title: Authorized Signatory and Managing Director Page 14 of 17 EXHIBIT (99.5) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS Global Long Short Partners Master LP (the "Company") does hereby make, constitute and appoint each of Annie Hsu, Jeremy Kahn, Abdul Khayum, Jerry Li, and Veruna Stanescu (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in- fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney- in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of July 31st, 2016. Global Long Short Partners Master LP By: Goldman Sachs Investment Partners GP, LLC, its general partner By: /s/ Michelle Barone ____________________________ Name: Michelle Barone Title: Authorized Signatory and Vice President Page 15 of 17 EXHIBIT (99.6) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS GOLDMAN SACHS INVESTMENT PARTNERS PRIVATE OPPORTUNITIES ADVISORS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Annie Hsu, Jeremy Kahn, Abdul Khayum, Jerry Li, and Veruna Stanescu (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of July 31st, 2016. GOLDMAN SACHS INVESTMENT PARTNERS PRIVATE OPPORTUNITIES ADVISORS, L.L.C. By: /s/ Michelle Barone ____________________________ Name: Michelle Barone Title: Authorized Signatory and Vice President Page 16 of 17 EXHIBIT (99.7) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS Global Private Opportunities Partners Holdings LP (the "Company") does hereby make, constitute and appoint each of Annie Hsu, Jeremy Kahn, Abdul Khayum, Jerry Li, and Veruna Stanescu (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of July 31st, 2016. Global Private Opportunities Partners Holdings LP By: Goldman Sachs Investment Partners Private Opportunities Advisors, L.L.C., its general partner By: /s/ Michelle Barone ____________________________ Name: Michelle Barone Title: Authorized Signatory and Vice President Page 17 of 17