SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
File No. 005-56295
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SCHEDULE 13D/A
(Rule 13d-101)
Amendment No. 96
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)
February 15, 2018
(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
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This Amendment No. 96 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. 96 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 approximately 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.
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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 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 and including February 15, 2018.
(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
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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, 7,999,975 shares of Common Stock are subject to the
Transfer Restrictions as February 15, 2018.
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 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.
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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 agreed to
indemnify the Former Employee Managing Directors against certain liabilities,
including those arising under the Securities Act.
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DERIVATIVE INSTRUMENTS
Certain Covered Persons have entered into derivative transactions with
regard to shares of Common Stock as described in Annex D.
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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)).
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ANNEX B
ITEM 5(A). DESCRIPTION OF SHARES AS TO WHICH THERE IS A RIGHT TO ACQUIRE
EXERCISABLE WITHIN 60 DAYS.
An aggregate of 651,533 shares of Common Stock are deliverable to Covered
Persons upon the exercise of stock options that have vested and are exercisable.
The share amounts given above include the gross number of shares of Common
Stock underlying these options and restricted stock units, 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 February 15, 2018. Upon exercise of
stock options or delivery of the shares pursuant to the terms of the restricted
stock units, 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.
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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.
On January 18, 2018, an aggregate of 2,449,307 shares of Common Stock were
granted in the form of restricted stock under certain GS Inc. employee
compensation plans or arrangements. Upon delivery, these shares immediately
became Voting Shares.
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:
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Price Per Share
Covered Person Trade Date Number of Shares (in $)
-------------- ---------------- ---------------- ---------------
David P. Eisman January 29, 2018 2,696 273.2152
Gary T. Giglio January 29, 2018 910 272.6452
Joshua Glassman January 29, 2018 446 271.5510
Peter Gross* January 29, 2018 5,000 273.6000
Martin Hintze January 29, 2018 1,115 271.3249
Martin Hintze January 29, 2018 1,272 271.4040
Simon N. Holden January 29, 2018 1,000 270.5271
Irfan S. Hussain January 29, 2018 588 272.4755
Simon J. Kingsbury January 29, 2018 8,700 271.5748
Maxim B. Klimov January 29, 2018 800 272.2053
Meena K. Lakdawala January 29, 2018 100 272.0800
Eric S. Lane January 29, 2018 11,549 271.1776
Ronald Lee January 29, 2018 1,131 270.0000
Laurent Lellouche January 29, 2018 1,183 273.0762
Eugene H. Leouzon January 29, 2018 632 270.6989
Brian T. Levine January 29, 2018 10,780 272.3638
Ryan D. Limaye* January 29, 2018 4,078 272.8467
Ryan D. Limaye* January 29, 2018 2,827 272.9944
David B. Ludwig January 29, 2018 350 271.9229
Richard M. Manley January 29, 2018 1,284 269.9700
Matthew B. McClure January 29, 2018 1,474 270.0000
John J. McGuire, Jr. January 29, 2018 1,275 272.1653
David D. Miller January 29, 2018 1,891 271.3551
Sam Alexander Morgan January 29, 2018 1,321 270.0000
Marc O. Nachmann January 29, 2018 6,090 271.3711
Francesco Pascuzzi January 29, 2018 319 271.1619
Francesco Pascuzzi January 29, 2018 184 271.2700
Anthony W. Pasquariello January 29, 2018 1,320 272.0000
Nicholas W. Phillips January 29, 2018 1,448 272.0806
Gilberto Pozzi January 29, 2018 604 269.0400
Robert Pulford January 29, 2018 1,272 271.0715
Sumit Rajpal January 29, 2018 5,015 272.2500
James H. Reynolds January 29, 2018 1,097 269.0400
Francois J. Rigou January 29, 2018 800 270.0000
Paul M. Russo January 29, 2018 1,000 271.9120
Julian Salisbury January 29, 2018 10,000 271.9044
Luke A. Sarsfield III January 29, 2018 2,090 271.7302
Marshall Smith January 29, 2018 2,090 271.4861
Laurence Stein January 29, 2018 4,787 272.9371
Gene T. Sykes* January 29, 2018 5,000 271.3901
Harit Talwar January 29, 2018 1,000 272.0000
Jeremy Taylor January 29, 2018 1,422 272.1230
Pawan Tewari January 29, 2018 5,474 271.6880
Ben W. Thorpe January 29, 2018 760 272.6968
Oliver Thym January 29, 2018 1,000 272.0000
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Price Per Share
Covered Person Trade Date Number of Shares (in $)
-------------- ---------------- ---------------- ---------------
Ashok Varadhan January 29, 2018 4,642 272.0192
Robin A. Vince January 29, 2018 2,000 273.2500
John E. Waldron January 29, 2018 2,078 271.6932
Simon R. Watson January 29, 2018 680 271.3971
David D. Wildermuth January 29, 2018 750 271.3633
W. Thomas York Jr.* January 29, 2018 3,000 271.5013
Richard N. Cormack January 30, 2018 1,278 270.3900
Jeffrey R. Currie January 30, 2018 1,234 267.8519
Joseph P. DiSabato January 30, 2018 607 270.2503
David A. Fishman January 30, 2018 632 268.2647
Charles P. Himmelberg January 30, 2018 923 270.5297
Shigeki Kiritani January 30, 2018 2,596 270.3900
Hugh J. Lawson January 30, 2018 1,429 270.3900
Puneet Malhi January 30, 2018 3,422 268.5834
Dermot W. McDonogh January 30, 2018 1,056 269.2148
Kayhan Mirza January 30, 2018 5,491 268.9443
Gregory G. Olafson January 30, 2018 4,597 270.1671
Gregory G. Olafson January 30, 2018 4,825 270.2538
Scott M. Rofey January 30, 2018 279 269.2136
John R. Sawtell January 30, 2018 1,300 271.5354
Christoph W. Stanger January 30, 2018 1,196 270.6000
Joseph Struzziery III January 30, 2018 898 269.9356
David S. Thomas January 30, 2018 242 270.3900
Andrew E. Wolff January 30, 2018 2,700 268.6748
Philip S. Armstrong January 31, 2018 1,474 269.0680
Andrew J. Bagley January 31, 2018 498 269.3400
Steven K. Barg January 31, 2018 887 270.0000
Thomas J. Barrett III January 31, 2018 824 268.5716
Gareth W. Bater January 31, 2018 3,971 268.5000
Jonathan A. Beinner January 31, 2018 11,912 268.5000
Philip R. Berlinski January 31, 2018 4,932 269.4059
Brian W. Bolster January 31, 2018 635 269.5722
Jill A. Borst January 31, 2018 1,419 268.5000
William C. Bousquette, Jr. January 31, 2018 494 268.5000
Sally A. Boyle January 31, 2018 1,899 270.0000
Samuel S. Britton January 31, 2018 2,246 268.5000
Robert A. Camacho January 31, 2018 658 268.5000
Michael J. Carr January 31, 2018 152 270.0000
R. Martin Chavez January 31, 2018 10,289 268.7188
R. Martin Chavez January 31, 2018 1,540 268.8170
Gary W. Chropuvka January 31, 2018 678 268.4082
Darren W. Cohen January 31, 2018 282 268.5000
Stephanie E. Cohen January 31, 2018 494 269.4344
Thomas G. Connolly January 31, 2018 1,673 269.0000
Christopher A. Crampton January 31, 2018 214 268.3087
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Price Per Share
Covered Person Trade Date Number of Shares (in $)
-------------- ---------------- ---------------- ---------------
Jeffrey R. Currie January 31, 2018 617 268.5000
Jennifer L. Davis January 31, 2018 185 268.4608
Daniel L. Dees January 31, 2018 6,701 268.6798
Olaf Diaz-Pintado January 31, 2018 1,286 268.5000
Joseph P. DiSabato January 31, 2018 607 268.3714
Michele I. Docharty January 31, 2018 1,056 269.0815
Robert Drake-Brockman January 31, 2018 629 268.4390
Michael P. Esposito January 31, 2018 1,695 266.5891
Michael P. Esposito January 31, 2018 5,201 269.3096
Stephan J. Feldgoise January 31, 2018 2,246 269.3044
Jonathan H. Fine January 31, 2018 635 268.5000
David A. Fox January 31, 2018 1,182 268.0229
Christopher G. French January 31, 2018 1,346 268.5065
Johannes P. Fritze January 31, 2018 376 268.5568
Matthew R. Gibson January 31, 2018 1,821 269.4706
Jeffrey M. Gido January 31, 2018 582 268.3677
Gary T. Giglio January 31, 2018 1,694 270.0000
Nick V. Giovanni January 31, 2018 683 268.0105
Court E. Golumbic January 31, 2018 235 268.5000
Sarah J. Gray January 31, 2018 506 268.4680
Michael J. Graziano January 31, 2018 4,433 268.5002
Bradley J. Gross January 31, 2018 946 268.5000
Carey Halio January 31, 2018 140 268.5000
Brian Michael Haufrect January 31, 2018 231 268.5000
Amanda S. Hindlian January 31, 2018 352 268.5000
Martin Hintze January 31, 2018 3,672 268.7420
Martin Hintze January 31, 2018 1,115 268.9460
Kenneth L. Hirsch January 31, 2018 1,821 268.4586
Kathleen Hughes January 31, 2018 376 263.3480
Omer Ismail January 31, 2018 185 269.5114
Andrew J. Jonas January 31, 2018 140 270.0000
Roy R. Joseph January 31, 2018 734 268.8296
Andre Helmut Kelleners January 31, 2018 254 268.5000
Christopher Keogh January 31, 2018 910 269.6796
Tammy A. Kiely January 31, 2018 633 268.5000
Kathryn A. Koch January 31, 2018 298 268.5000
J. Christopher A. Kojima January 31, 2018 4,492 268.6685
Tuan Lam January 31, 2018 557 268.5000
Nyron Z. Latif January 31, 2018 1,561 268.4479
Hugh J. Lawson January 31, 2018 1,430 268.5000
Todd W. Leland January 31, 2018 5,390 268.6299
Laurent Lellouche January 31, 2018 1,370 269.7680
Gavin J. Leo-Rhynie January 31, 2018 70 268.5000
Paget MacColl January 31, 2018 168 268.7200
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Price Per Share
Covered Person Trade Date Number of Shares (in $)
-------------- ---------------- ---------------- ---------------
Richard M. Manley January 31, 2018 1,948 269.9700
Clifton C. Marriott January 31, 2018 365 267.7700
Alison J. Mass January 31, 2018 2,090 269.7052
John J. McGuire, Jr. January 31, 2018 1,123 269.8382
Sean T. McHugh January 31, 2018 1,399 268.5000
Joseph Montesano January 31, 2018 3,299 269.0061
Ezra Nahum January 31, 2018 3,465 268.6730
Amol S. Naik January 31, 2018 713 268.5000
Una M. Neary January 31, 2018 379 269.7332
Jeffrey P. Nedelman* January 31, 2018 2,257 269.5915
Michael Martin Paese January 31, 2018 506 268.5000
Anthony W. Pasquariello January 31, 2018 1,141 270.0000
Sheila H. Patel January 31, 2018 4,869 268.6397
Kim-Thu Posnett January 31, 2018 121 268.5000
Gilberto Pozzi January 31, 2018 1,821 268.5000
Marko John Ratesic January 31, 2018 504 268.5000
Kate D. Richdale January 31, 2018 4,126 268.8213
Michael J. Richman January 31, 2018 1,348 268.5000
Scott M. Rofey January 31, 2018 268 269.4075
Jason T. Rowe January 31, 2018 172 268.2400
David T. Rusoff January 31, 2018 506 268.5000
Peter C. Russell January 31, 2018 5,675 268.5573
Luke A. Sarsfield III January 31, 2018 1,045 269.6576
Susan J. Scher January 31, 2018 1,045 268.5000
Gaurav Seth January 31, 2018 1,005 268.5000
Tejas A. Shah January 31, 2018 824 268.9844
Konstantin A. Shakhnovich January 31, 2018 3,794 268.6183
Richard L. Siewert, Jr. January 31, 2018 480 269.8758
Gavin Simms January 31, 2018 3,794 269.0369
Michael L. Simpson January 31, 2018 633 268.7626
Mark R. Sorrell January 31, 2018 2,614 268.5000
Steven H. Strongin January 31, 2018 2,734 268.5000
Umesh Subramanian January 31, 2018 379 269.0000
Michael S. Swell January 31, 2018 1,182 269.7368
Joseph D. Swift January 31, 2018 483 268.5670
Thomas D. Teles January 31, 2018 7,411 268.6455
Ryan J. Thall January 31, 2018 211 268.4922
Mark A. Van Wyk January 31, 2018 4,256 269.3006
Simone Verri January 31, 2018 6,595 268.4981
Simon R. Watson January 31, 2018 680 269.5132
Ronnie A. Wexler January 31, 2018 622 268.5538
Neil Edward Wolitzer January 31, 2018 151 268.5000
Denise A. Wyllie January 31, 2018 4,871 268.5000
Raanan A. Agus February 1, 2018 758 266.0500
-28-
Price Per Share
Covered Person Trade Date Number of Shares (in $)
-------------- ---------------- ---------------- ---------------
Vivek J. Bantwal February 1, 2018 730 270.0000
Steven M. Barry February 1, 2018 5,035 267.9930
Gareth W. Bater February 1, 2018 759 266.0500
Jason H. Brauth February 1, 2018 3,299 269.9500
Michael J. Carr February 1, 2018 4,534 270.0070
David E. Casner February 1, 2018 1,123 271.0000
Kathleen A. Connolly February 1, 2018 231 272.1395
David Coulson February 1, 2018 1,195 271.0542
Massimo Della Ragione February 1, 2018 861 266.0500
Joseph P. DiSabato February 1, 2018 607 266.1059
David P. Eisman February 1, 2018 1,348 271.6686
Patrick J. Fels February 1, 2018 683 270.0000
Peter E. Finn February 1, 2018 2,658 270.2015
Peter E. Finn February 1, 2018 47 270.2600
John L. Glover III February 1, 2018 731 268.2683
John L. Glover III February 1, 2018 224 269.6637
John L. Glover III February 1, 2018 1,065 270.3709
Justin G. Gmelich February 1, 2018 5,000 268.2741
Alexander S. Golten February 1, 2018 291 270.0000
Ericka T. Horan February 1, 2018 311 269.2629
Russell E. Hutchinson February 1, 2018 279 268.4615
Andrew J. Jonas February 1, 2018 3,984 270.5105
Andrew J. Kaiser February 1, 2018 2,043 270.2324
Andrew J. Kaiser* February 1, 2018 2,833 270.2324
Aasem G. Khalil February 1, 2018 399 270.0500
Adam M. Korn February 1, 2018 3,794 270.4500
Eric S. Lane February 1, 2018 2,500 270.1053
Eric S. Lane February 1, 2018 1,063 270.1146
Eric S. Lane February 1, 2018 6,549 270.1218
Eric S. Lane February 1, 2018 1,437 270.3500
Bruce M. Larson February 1, 2018 1,372 266.2158
Eugene H. Leouzon February 1, 2018 633 272.0000
Ryan D. Limaye* February 1, 2018 2,000 270.8330
Ryan D. Limaye* February 1, 2018 2,078 271.1456
Kyriacos Loupis February 1, 2018 4,288 268.4541
David B. Ludwig February 1, 2018 100 268.5200
David B. Ludwig February 1, 2018 250 268.5300
David B. Ludwig February 1, 2018 274 269.3000
David B. Ludwig February 1, 2018 200 270.3500
David B. Ludwig February 1, 2018 250 270.9000
David B. Ludwig February 1, 2018 150 271.7500
Peter J. Lyon February 1, 2018 4,180 270.1482
Michael C. J. Marsh February 1, 2018 731 270.0692
John W. McMahon February 1, 2018 8,468 269.6420
-29-
Price Per Share
Covered Person Trade Date Number of Shares (in $)
-------------- ---------------- ---------------- ---------------
Milton R. Millman III February 1, 2018 7,446 270.0071
Milton R. Millman III February 1, 2018 3,724 272.0000
Christina P. Minnis February 1, 2018 1,694 269.0000
Sam Alexander Morgan February 1, 2018 1,322 271.5000
Marc O. Nachmann February 1, 2018 2,500 269.9330
Marc O. Nachmann February 1, 2018 4,911 270.0656
Francesco Pascuzzi February 1, 2018 503 266.0500
Anthony W. Pasquariello February 1, 2018 179 272.2300
Andrew K. Rennie February 1, 2018 1,123 269.5775
Scott M. Rofey February 1, 2018 277 270.6417
Pablo J. Salame February 1, 2018 10,000 270.4214
Joshua S. Schiffrin February 1, 2018 4,965 268.4123
Stacy D. Selig February 1, 2018 163 270.7584
Nicholas Sims February 1, 2018 2,000 268.0000
Nicholas Sims February 1, 2018 1,000 270.0000
Nicholas Sims February 1, 2018 612 271.0000
Kevin M. Sterling February 1, 2018 886 271.6658
Harit Talwar February 1, 2018 1,000 270.2370
David S. Thomas February 1, 2018 242 270.0000
Ben W. Thorpe February 1, 2018 376 270.3666
Matthew P. Verrochi February 1, 2018 2,980 270.0000
John E. Waldron February 1, 2018 3,778 270.0000
Aaron M. Arth February 2, 2018 750 270.0000
Steven M. Bunson February 2, 2018 177 264.9056
David E. Casner February 2, 2018 130 270.0000
Joseph P. DiSabato February 2, 2018 607 269.9851
Sheara J. Fredman February 2, 2018 1,764 270.0181
Elizabeth M. Hammack February 2, 2018 1,500 268.0000
John J. Kim February 2, 2018 1,708 260.0400
Elizabeth Gregory Martin February 2, 2018 306 262.0033
Francois J. Rigou February 2, 2018 1,879 270.0000
Joseph Struzziery III February 2, 2018 898 269.0000
Joseph P. DiSabato February 5, 2018 607 257.3074
Carlos Fernandez-Aller February 5, 2018 3,628 260.2898
Elizabeth M. Hammack February 5, 2018 1,888 259.0000
Jorg H. Kukies February 5, 2018 4,545 256.6083
Todd W. Leland February 5, 2018 484 255.1973
David B. Ludwig February 5, 2018 150 257.6500
John G. Madsen February 5, 2018 2,171 262.3759
John A. Mahoney February 5, 2018 2,000 258.4631
Scott M. Rofey February 5, 2018 293 254.7800
John R. Sawtell February 5, 2018 1,200 254.9992
Yoshihiko Yano February 5, 2018 1,248 257.5100
Deborah R. Beckmann February 6, 2018 430 250.0000
-30-
Price Per Share
Covered Person Trade Date Number of Shares (in $)
-------------- ----------------- ---------------- ---------------
Joshua Glassman February 6, 2018 223 257.3735
David B. Ludwig February 6, 2018 100 258.3500
David B. Philip February 6, 2018 5,015 253.0331
Scott M. Rofey February 6, 2018 290 257.4972
Andrew E. Wolff February 6, 2018 4,000 252.6714
Andrew E. Wolff February 6, 2018 3,000 258.0000
Charles F. Adams February 7, 2018 674 260.3601
R. Martin Chavez February 7, 2018 1,540 258.9851
R. Martin Chavez February 7, 2018 10,289 268.7188
Thomas C. Morrow February 7, 2018 3,900 256.1178
Jyothsna Natauri February 7, 2018 1,270 260.0000
James H. Reynolds February 7, 2018 1,277 255.9000
Paul M. Russo February 7, 2018 1,000 259.2880
Harit Talwar February 7, 2018 678 260.0000
Joseph K. Todd February 7, 2018 481 260.1366
Canute H. Dalmasse February 8, 2018 1,439 257.2971
John A. Mahoney February 8, 2018 2,000 256.8651
Christopher W. Taendler February 8, 2018 635 255.9413
Laurence Stein February 9, 2018 1,687 249.1345
Thomas G. Connolly February 12, 2018 6,935 253.4857
Jeffrey M. Gido February 12, 2018 36 249.9400
Andrew M. Gordon* February 12, 2018 2,000 255.5556
Macario Prieto February 12, 2018 1,819 255.0000
Scott M. Rofey February 12, 2018 296 250.1714
Christopher W. Taendler February 12, 2018 635 254.0000
Deborah R. Beckmann February 13, 2018 430 255.4109
Scott M. Rofey February 13, 2018 292 255.5137
Klaus B. Toft February 13, 2018 295 252.0100
Charles F. Adams February 14, 2018 1,348 260.0000
Lisa Opoku February 14, 2018 1,265 258.5792
Michael J. Daum February 14, 2018 500 262.0000
Joshua Glassman February 14, 2018 224 261.0579
Andrew M. Gordon* February 14, 2018 2,000 260.0000
Peter Hermann February 14, 2018 2,812 260.0000
Andrew J. Kaiser February 14, 2018 3,700 262.3500
Brian T. Levine February 14, 2018 1,389 262.2655
David B. Ludwig February 14, 2018 150 262.1500
David B. Ludwig February 14, 2018 200 262.5000
Sumit Rajpal February 14, 2018 5,015 262.1120
Scott M. Rofey February 14, 2018 288 259.7343
Jason M. Savarese February 14, 2018 734 261.8732
Michael H. Siegel February 14, 2018 1,419 261.5000
Michael H. Siegel February 14, 2018 1,419 262.1539
Nishi Grose February 14, 2018 1,398 262.0766
-31-
Price Per Share
Covered Person Trade Date Number of Shares (in $)
-------------- ----------------- ---------------- ---------------
Nishi Grose February 14, 2018 602 262.2288
Laurence Stein February 14, 2018 1,600 261.9819
Thomas Tormey February 14, 2018 1,500 262.0726
Robin A. Vince February 14, 2018 2,000 258.7500
Adam J. Zotkow February 14, 2018 585 258.2576
Adam J. Zotkow February 14, 2018 200 260.6450
Massimiliano Ciardi February 15, 2018 100 266.2100
Michael J. Daum February 15, 2018 500 266.3940
Iain N. Drayton February 15, 2018 531 265.7600
David A. Fox February 15, 2018 248 267.6081
Gabriel Elliot Gelman February 15, 2018 1,000 267.0000
Andrew M. Gordon* February 15, 2018 3,000 265.7600
William L. Jacob III February 15, 2018 5,015 265.7600
Maxim B. Klimov February 15, 2018 412 264.7335
David B. Philip February 15, 2018 5,015 265.7729
Lawrence J. Restieri, Jr. February 15, 2018 1,289 265.7600
Scott M. Rofey February 15, 2018 283 264.0441
Thomas Tormey February 15, 2018 1,500 267.2393
Robin A. Vince February 15, 2018 1,987 266.5000
Andrew E. Wolff February 15, 2018 412 266.6031
Adam J. Zotkow February 15, 2018 185 266.5400
* This transaction was conducted through an estate planning entity or private
charitable foundation and relates to Other Shares.
The following purchases 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:
Price Per Share
Covered Person Trade Date Number of Shares (in $)
-------------- ---------------- ---------------- ---------------
Andrea Vella.................... February 6, 2018 50,000 250.0000
Avinash Mehrotra................ February 8, 2018 300 250.0000
Vijay M. Karnani................ February 9, 2018 2,000 240.0000
Vijay M. Karnani................ February 9, 2018 2,000 247.0000
-32-
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 Number
of Price of Shares Sales Price of Shares
Covered Person Date of Exercise Options (in $) Withheld (in $) Sold
-------------- ----------------- ------- ------ --------- ----------- ---------
Marshall Smith January 22, 2018 2,000 78.78 1,161 261.0100 839
W. Thomas York, Jr. January 22, 2018 3,000 78.78 1,731 260.6400 1,269
Patrick M. Street January 23, 2018 10,116 78.78 6,386 258.9650 3,730
Isabelle Ealet January 25, 2018 10,000 78.78 6,268 266.3800 3,732
Isabelle Ealet January 25, 2018 5,000 78.78 3,131 267.5790 1,869
Isabelle Ealet January 25, 2018 5,000 78.78 3,131 267.6400 1,869
Isabelle Ealet January 25, 2018 5,000 78.78 3,127 269.0100 1,873
Isabelle Ealet January 25, 2018 5,000 78.78 3,125 269.5000 1,875
W. Thomas York, Jr. January 25, 2018 3,000 78.78 2,007 269.8700 993
Wassim G. Younan January 25, 2018 20,000 78.78 5,840 269.8350 14,160
Isabelle Ealet January 26, 2018 5,000 78.78 3,130 267.9900 1,870
Isabelle Ealet January 26, 2018 5,000 78.78 3,128 268.5500 1,872
David M. Solomon January 29, 2018 64,000 78.78 42,748 271.5300 21,252
W. Thomas York, Jr. January 29, 2018 3,000 78.78 2,004 271.5900 996
Isabelle Ealet January 30, 2018 5,000 78.78 3,120 271.2900 1,880
Wassim G. Younan January 30, 2018 10,000 78.78 2,918 270.0000 7,082
Isabelle Ealet January 31, 2018 5,000 78.78 3,126 269.0300 1,874
Isabelle Ealet January 31, 2018 5,000 78.78 3,124 270.0000 1,876
Isabelle Ealet February 1, 2018 16 78.78 10 270.2000 6
Isabelle Ealet February 1, 2018 4,984 78.78 3,113 270.3400 1,871
Isabelle Ealet February 1, 2018 5,000 78.78 3,122 270.5300 1,878
Isabelle Ealet February 1, 2018 5,000 78.78 3,121 271.0200 1,879
Wassim G. Younan February 1, 2018 10,000 78.78 2,917 270.1049 7,083
Wolfgang Fink February 7, 2018 11,386 78.78 7,207 261.6700 4,179
Julian Salisbury February 14, 2018 4,812 78.78 2,999 261.9000 1,813
-33-
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 February 15, 2018:
Strike
Instrument and Number of Price
Covered Person Position Shares (in $) Maturity Date
-------------- -------------- --------- ------ --------------
Vivek Bohra Call Written 1,000 300 April 20, 2018
Steven M. Bunson Call Written 600 270 April 20, 2018
Steven M. Bunson Call Written 600 270 July 20, 2018
Gabriel Elliot Gelman Call Written 1,000 265 July 20, 2018
Hidehiro Imatsu Call Written 3,000 280 April 20, 2018
Gwen R. Libstag Call Written* 5,300 270 April 20, 2018
Julian Salisbury Call Written 10,000 270 March 16, 2018
Michael H. Siegel Call Written 1,400 255 April 20, 2018
Alejandro Vollbrechthausen Call Written* 10,000 260 April 20, 2018
* This transaction was conducted through an estate planning entity or private
charitable foundation and relates to Other Shares.
-34-
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: March 5, 2018
By: /s/ Benjamin J. Rader
-----------------------------
Name: Benjamin J. Rader
Title: Attorney-in-Fact
-35-
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)).