-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RNTcF4p4a/c/tY4gTwbJmIUCUXMQkeaABGVzcUurRuMbEw8ZfRWn6KI7z5sGwp2m BQRQf2BsQVojB5LAE8/Zsw== 0000950123-05-005516.txt : 20050503 0000950123-05-005516.hdr.sgml : 20050503 20050503163019 ACCESSION NUMBER: 0000950123-05-005516 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050503 DATE AS OF CHANGE: 20050503 GROUP MEMBERS: GROUP MEMBERS LISTED IN FILING SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC/ CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134019460 STATE OF INCORPORATION: DE FISCAL YEAR END: 1128 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56295 FILM NUMBER: 05795479 BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC/ CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134019460 STATE OF INCORPORATION: DE FISCAL YEAR END: 1128 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D/A 1 y08542sc13dza.txt AMENDMENT NO. 59 TO SCHEDULE 13D SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 File No. 005-56295 --------------------------- SCHEDULE 13D/A (Rule 13d-101) Amendment No. 59 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 Beverly L. O'Toole The Goldman Sachs Group, Inc. 85 Broad Street New York, New York 10004 Telephone: (212) 902-1000 --------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) April 27, 2005 --------------------------- (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) CUSIP NO. 38141G 10 4 13D 1. NAMES OF REPORTING PERSONS: Each of the persons identified on Appendix A. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP As to a group consisting solely of Covered Persons(1) (a) [x] As to a group consisting of persons other than Covered Persons (b) [x] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: OO and PF (Applies to each person listed on Appendix A.) - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEM 2(d) OR 2(e) (Applies to each person listed on Appendix A.) - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States unless otherwise indicated on Appendix A. - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER: 0 NUMBER OF ---------------------------------------------------------------- SHARES 8. SHARED VOTING POWER (See Item 6) (Applies to each person BENEFICIALLY listed on Appendix A.) OWNED BY 37,467,064 Voting Shares(2) held by Covered Persons REPORTING 27,870 Shared Ownership Shares held by Covered Persons(3) PERSON 20,418,973 Sixty Day Shares held by Covered Persons(4) WITH 2,152,431 Other Shares held by Covered Persons(5) ---------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER (See Item 6) As to Voting Shares, less than 1% As to Shared Ownership Shares, Sixty Day Shares and Other Shares, 0 ---------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER (See Item 6): As to Voting Shares, 0 As to Shared Ownership Shares, less than 0.01% As to Sixty Day Shares and Other Shares, less than 1%. - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 60,066,338 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ] SHARES - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.24% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: IN as to Covered Persons; CO as to Reporting Entities(1) that are corporations; OO as to Reporting Entities that are trusts - ---------- (1) For a definition of this term, please see Item 2. (2) For a definition of this term, please see Item 6. (3) "Shared Ownership Shares" are shares of Common Stock (other than Other Shares, as defined below) of which a Covered Person shares beneficial ownership with someone other than the Covered Person's spouse. Each Covered Person disclaims beneficial ownership of Shared Ownership Shares beneficially owned by each other Covered Person. (4) "Sixty Day Shares" are shares of Common Stock deemed to be beneficially owned under Rule 13d-3(d)(1) because a Covered Person has the right to acquire beneficial ownership within 60 days of the date hereof. See Annex D for a description of these shares. Upon acquisition by the Covered Person, these shares will become Voting Shares. Each Covered Person disclaims beneficial ownership of Sixty Day Shares beneficially owned by each other Covered Person. (5) "Other Shares" include: (i) 468,580 shares of Common Stock held by 33 private charitable foundations established by 26 Covered Persons; (ii) 1,683,560 shares of Common Stock held by certain family members of Covered Persons and by certain estate planning entities established by Covered Persons; and (iii) 291 shares of Common Stock held by the trust underlying The Goldman Sachs Employees' Profit Sharing Retirement Income Plan. Each Covered Person disclaims beneficial ownership of Other Shares beneficially owned by each other Covered Person, and each Covered Person disclaims beneficial ownership of all shares held by any private charitable foundation or any family member of a Covered Person.
ITEM 1 ITEM 6 ------ ------ CITIZENSHIP (UNITED STATES UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) -------------------------- ---------- Peter C. Aberg Raanan A. Agus Syed H. Ahmad Pakistan Yusuf A. Aliredha Bahrain Philippe J. Altuzarra France John A. Ashdown UK Akio Asuke Japan Neil Z. Auerbach Armen A. Avanessians Dean C. Backer Steven M. Barry Christopher M. Barter Stacy Bash-Polley Jonathan A. Beinner Driss Ben-Brahim Morocco Milton R. Berlinski The Netherlands Frances R. Bermanzohn Paul D. Bernard Stuart N. Bernstein Jean-Luc Biamonti Monaco Lloyd C. Blankfein Charles W.A. Bott UK Craig W. Broderick Richard J. Bronks UK John J. Bu Lawrence V. Calcano Richard M. Campbell-Breeden UK Gerald J. Cardinale Mark M. Carhart Anthony H. Carpet Michael J. Carr Chris Casciato Amy L. Chasen Andrew A. Chisholm Canada Robert J. Christie Jane P. Chwick Kent A. Clark Canada Abby Joseph Cohen Alan M. Cohen Gary D. Cohn Christopher A. Cole Laura C. Conigliaro Thomas G. Connolly Ireland/USA Frank T. Connor Linnea K. Conrad Karen R. Cook UK Edith W. Cooper Thomas W. Cornacchia Henry Cornell E. Gerald Corrigan Claudio Costamagna Italy Frank L. Coulson, Jr. Randolph L. Cowen Brahm S. Cramer Canada Neil D. Crowder Matthew H. Cyzer UK Michael D. Daffey Australia John S. Daly Ireland Stephen D. Daniel Canada Philip M. Darivoff Diego De Giorgi Italy Michael G. De Lathauwer Belgium Francois-Xavier de Mallmann France/Switzerland Daniel L. Dees Mark Dehnert Paul C. Deighton UK James Del Favero Australia Juan A. Del Rivero Spain Martin R. Devenish UK Armando A. Diaz Alexander C. Dibelius Germany Simon P. Dingemans UK Joseph P. DiSabato Suzanne O. Donohoe Mario Draghi Italy William C. Dudley Jay S. Dweck Michael L. Dweck Gordon E. Dyal Isabelle Ealet France Kenneth M. Eberts III Paul S. Efron Herbert E. Ehlers Edward K. Eisler Austria Kathleen G. Elsesser Michael P. Esposito J. Michael Evans Canada Elizabeth C. Fascitelli Steven M. Feldman Stephen C. Fitzgerald Australia Pierre-Henri Flamand France Edward C. Forst Christopher G. French UK Richard A. Friedman
3
ITEM 1 ITEM 6 ------ ------ CITIZENSHIP (UNITED STATES UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) -------------------------- ---------- Robert K. Frumkes Enrico S. Gaglioti James R. Garvey Ireland Peter C. Gerhard Rajiv A. Ghatalia India Robert R. Gheewalla Scott A. Gieselman Gary T. Giglio H. John Gilbertson, Jr. Justin G. Gmelich Richard J. Gnodde Ireland/ South Africa Jeffrey B. Goldenberg James S. Golob Gregg A. Gonsalves Andrew M. Gordon Frank J. Governali William M. Grathwohl Stefan Green Australia David J. Greenwald Douglas C. Grip Peter Gross Vishal Gupta India Celeste A. Guth Jana Hale Doty Rumiko Hasegawa Japan A. John Hass Keith L. Hayes UK David B. Heller Robert D. Henderson Bruce A. Heyman Stephen P. Hickey Melina E. Higgins Kenneth W. Hitchner Maykin Ho Margaret J. Holen Peter Hollmann Germany Philip Holzer Germany Robert Howard Zu Liu Frederick Hu China Edith A. Hunt Phillip S. Hylander UK Timothy J. Ingrassia Raymond J. Iwanowski William L. Jacob III Adrian M. Jones Ireland Robert C. Jones Ravindra J. Joseph UK/USA David A. Kaplan Robert S. Kaplan Scott B. Kapnick Toshinobu Kasai Japan James C. Katzman Richard L. Kauffman Carsten Kengeter Germany Kevin W. Kennedy Thomas J. Kenny Philippe Khuong-Huu France Douglas W. Kimmelman Robert C. King, Jr. Timothy M. Kingston Shigeki Kiritani Japan Remy Klammers France Peter S. Kraus Joseph A. LaNasa III Eric S. Lane Anthony D. Lauto John J. Lauto George C. Lee Gregg R. Lemkau Hughes B. Lepic France Johan Leven Sweden Jack Levy Matthew G. L'Heureux Gwen R. Libstag Mitchell J. Lieberman Ryan D. Limaye Josephine Linden UK Anthony W. Ling UK Robert Litterman Victor M. Lopez-Balboa Antigone Loudiadis UK Mark G. Machin UK John A. Mahoney Charles G. R. Manby UK Robert J. Markwick UK Alison J. Mass John J. Masterson David J. Mastrocola Kathy M. Matsui George N. Mattson Jason E. Maynard Theresa E. McCabe Ian R. McCormick UK Mark E. McGoldrick Stephen J. McGuinness
4
ITEM 1 ITEM 6 ------ ------ CITIZENSHIP (UNITED STATES UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) -------------------------- ---------- John W. McMahon Audrey A. McNiff Robert A. McTamaney Sanjeev K. Mehra India Michael R. Miele Therese L. Miller Masanori Mochida Japan Philip J. Moffitt Australia Thomas K. Montag William C. Montgomery Wayne L. Moore J. Ronald Morgan III Simon P. Morris UK Jeffrey M. Moslow Sharmin Mossavar-Rahmani UK Gregory T. Mount Donald R. Mullen Marc O. Nachmann Germany Jeffrey P. Nedelman Duncan L. Niederauer Suzanne M. Nora Johnson Anthony J. Noto L. Peter O'Hagan Canada Terence J. O'Neill UK Timothy J. O'Neill Richard T. Ong Malaysia Taneki Ono Japan Nigel M. O'Sullivan UK Fumiko Ozawa Japan Robert J. Pace Gregory K. Palm James R. Paradise UK Geoffrey M. Parker Sanjay H. Patel India Henry M. Paulson, Jr. Arthur J. Peponis David B. Philip Stephen R. Pierce Andrea Ponti Italy/USA Ellen R. Porges Richard H. Powers Kevin A. Quinn Jean Raby Canada John J. Rafter Ireland Charlotte P. Ransom UK Joseph Ravitch Jeffrey A. Resnick William M. Roberts John F. W. Rogers Emmanuel Roman France Eileen P. Rominger Ralph F. Rosenberg Ivan Ross Stuart M. Rothenberg Paul M. Russo Richard M. Ruzika David C. Ryan Michael D. Ryan Katsunori Sago Japan Pablo J. Salame Ecuador J. Michael Sanders Muneer A. Satter Marcus Schenck Germany Gary B. Schermerhorn Stephen M. Scherr Howard B. Schiller Jeffrey W. Schroeder Eric S. Schwartz Harvey M. Schwartz Steven M. Scopellite Karen D. Seitz Lisa M. Shalett Richard S. Sharp UK David G. Shell Richard G. Sherlund Michael S. Sherwood UK Ravi M. Singh Ravi Sinha India/USA Edward M. Siskind Jeffrey S. Sloan Michael M. Smith Sarah E. Smith UK Jonathan S. Sobel David M. Solomon Daniel L. Sparks Marc A. Spilker Esta E. Stecher Steven H. Strongin Hsueh J. Sung Taiwan Gene T. Sykes Shahriar Tadjbakhsh Greg W. Tebbe Roland W. Tegeder Germany David H. Tenney Mark R. Tercek Massimo Tononi Italy
5
ITEM 1 ITEM 6 ------ ------ CITIZENSHIP (UNITED STATES UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) -------------------------- ---------- Mark J. Tracey UK Stephen S. Trevor Byron D. Trott Michael A. Troy Donald J. Truesdale Irene Y. Tse Hong Kong Robert B. Tudor III Eiji Ueda Japan Kaysie P. Uniacke Ashok Varadhan Corrado P. Varoli Canada John J. Vaske David A. Viniar David H. Voon John E. Waldron George H. Walker IV David M. Weil Theodor Weimer Germany John S. Weinberg Peter A. Weinberg Gregg S. Weinstein George W. Wellde, Jr. Lance N. West Matthew Westerman UK William Wicker Elisha Wiesel C. Howard Wietschner Susan A. Willetts Todd A. Williams John S. Willian Kendrick R. Wilson III Jon Winkelried Michael S. Wishart Tracy R. Wolstencroft Jon A. Woodruff W. Thomas York, Jr. Wassim G. Younan Lebanon Paul M. Young William J. Young Paolo Zannoni Italy Yoel Zaoui France Jide J. Zeitlin Kevin Zhang China
6 Reporting Entities
ITEM 1 ITEM 6 NAME OF ESTABLISHING NAME OF ENTITY TYPE OF ENTITY PLACE OF ORGANIZATION COVERED PERSON -------------- -------------- --------------------- -------------- Anahue Limited Corporation Jersey Andrew A. Chisholm Bott 2004 Settlement Trust UK Charles W.A. Bott Campbell-Breeden 2004 Settlement Trust UK Richard M. Campbell-Breeden Chambolle Limited Corporation Jersey Emmanuel Roman Deighton 2004 Settlement Trust UK Paul C. Deighton Devenish 2004 Settlement Trust UK Martin R. Devenish Dingemans 2004 Settlement Trust UK Simon P. Dingemans Drayton 2004 Settlement Trust UK Karen R. Cook French 2004 Settlement Trust UK Christopher G. French HJS2 Limited Corporation Cayman Islands Hsueh J. Sung Ling 2004 Settlement Trust UK Anthony W. Ling Manby 2004 Settlement Trust UK Charles G.R. Manby Markwick 2004 Settlement Trust UK Robert J. Markwick O'Neill 2004 Trust Trust UK Terence J. O'Neill Ransom 2004 Settlement Trust UK Charlotte P. Ransom RJG Holding Company Corporation Cayman Islands Richard J. Gnodde Robinelli Limited Corporation Jersey Claudio Costamagna Sharp 2004 Settlement Trust UK Richard S. Sharp Sherwood 2004 Settlement Trust UK Michael S. Sherwood Tracey 2004 Settlement Trust UK Mark J. Tracey Westerman 2004 Settlement Trust UK Matthew Westerman Zurrah Limited Corporation Jersey Yoel Zaoui
7 This Amendment No. 59 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. 59 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 85 Broad Street, New York, New York 10004. 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 a Shareholders' Agreement, dated as of May 7, 1999 and amended and restated as of June 22, 2004 (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 Participating Managing Director (as defined in Item 6 below) employed by GS Inc. or one of its affiliates. GS Inc. is a global investment banking and securities firm. The business address of each Covered Person for purposes of this Schedule is 85 Broad Street, New York, New York 10004. Each entity listed on Appendix A under "Reporting Entities" (each a "Reporting Entity") is a trust or corporation created by or for a Covered Person for estate planning purposes. Each Reporting Entity is controlled by a Covered Person. The name, citizenship, business address and present principal occupation or employment of each of the directors and executive officers of each Reporting Entity that is a corporation (other than the Covered Person that established the Reporting Entity) are set forth in Annex A hereto. The business address of each Reporting Entity for purposes of this Schedule is: (i) in the case of entities organized in Jersey or under the laws of the United Kingdom, 26 New Street, St. Helier, Jersey, JE2 3RA; and (ii) in the case of entities organized in the Cayman Islands, P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. (d), (e) Except as described in Annex A or Annex B, during the last five years no Covered Person and, to the best knowledge of the Covered Persons, no executive officer or director of a Reporting Entity, 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 or executive officer or director 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 "Hull Covered Persons") of Hull and Associates, L.L.C. ("Hull") and the former members (the "SLK Covered Persons" and, together with the Hull Covered Persons, the "Acquisition Covered Persons") of SLK LLC acquired certain shares of Common Stock in exchange for their interests in Hull or SLK LLC, as applicable; 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. The Reporting Entities have acquired and may in the future acquire beneficial ownership of shares of Common Stock as contributions or gifts made by Covered Persons. 8 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 the combination of GS Inc. with SLK LLC, as applicable, and through certain employee compensation, benefit or similar plans of GS Inc. The Reporting Entities acquired shares of Common Stock as contributions or gifts made by Covered Persons. Covered Persons may from time to time acquire shares of Common Stock for investment purposes. Except as described herein and in Annex C and except for the acquisition by Covered Persons or their Reporting Entities 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 their Reporting Entities 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 or Reporting Entity 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 D, 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 and Reporting Entity: 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 E or previously reported on Schedule 13D, no Covered Person or Reporting Entity has effected any transactions in Common Stock in the past 60 days. (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. The Shareholders' Agreement was amended and restated effective as of the close of business on June 22, 2004. References to the "board of directors" are to the board of directors of The Goldman Sachs Group, Inc. 9 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 (the "Participating Managing Directors"). The "Voting Shares" include all of the shares of Common Stock of which a Covered Person is the sole beneficial owner (excluding shares of Common Stock held by the trust underlying The Goldman Sachs Employees' Profit Sharing Retirement Income Plan) and the shares of Common Stock held by the trust underlying a Goldman Sachs Compensation Plan (as defined in the Shareholders' Agreement) and allocated to a Covered Person. 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 the Reporting Entities 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) (the "General Transfer Restrictions"). In addition, certain senior officers designated by the Shareholders' Committee have each agreed to retain sole beneficial ownership of a number of shares of Common Stock at least equal to 75% of such Covered Person's Covered Shares (the "Special Transfer Restrictions" and, together with the General Transfer Restrictions, the "Transfer Restrictions"). The same shares may be used to satisfy both 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. Any shares beneficially owned by a Covered Person through a Reporting Entity may be 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, becomes vested in an award under The Goldman Sachs Defined Contribution Plan with respect to fiscal 1999 or 2000 or exercises a stock option (not including, in each case, awards in connection with GS Inc.'s initial public offering). The calculation of Covered Shares will include the gross number of shares underlying such restricted stock units, Defined Contribution Plan awards or stock options, 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. WAIVERS The Shareholders' Committee, described below under "Information Regarding the Shareholders' Committee," has the power to waive the Transfer Restrictions 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; transfer Common Stock held in employee benefit plans; and transfer Common Stock in particular situations (such as transfers to family members, partnerships or trusts), but not generally. 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. 10 VOTING Prior to any vote of the shareholders of GS Inc., the Shareholders' Agreement requires a separate, preliminary vote of 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. 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, Henry M. Paulson, Jr., Robert S. Kaplan and Lloyd C. Blankfein are the members of the Shareholders' Committee. PLEDGE AGREEMENTS On July 31, 2000, certain Covered Persons pledged some of their shares of Common Stock to obtain approximately $400,000,000 in loan commitments to make investments from time to time in certain merchant banking funds sponsored by GS Inc. The loan commitments are for five years, may be drawn upon from time to time and generally require that any loans be collateralized by shares of Common Stock with a market value four times that of the amount borrowed. Pursuant to Rule 13d-3(d)(3) under the Securities Exchange Act of 1934, as amended, the pledgees did not acquire beneficial ownership of the pledged shares by virtue of the pledge. In addition, certain Covered Persons have pledged in the aggregate 988,644 shares of Common Stock to banks as collateral for loans. A portion of these pledged shares may be sold from time to time with the consent of the third-party lending institution. 11 REGISTRATION RIGHTS INSTRUMENT FOR CHARITABLE DONATIONS In connection with the donations of shares of Common Stock by certain Covered Persons to certain charitable organizations on December 13, 1999, December 22, 2000, December 26, 2001, January 9, 2002, December 23, 2002, January 8, 2003, December 22, 2003 and January 8, 2004, GS Inc. entered into a Registration Rights Instrument and five substantially similar Supplemental Registration Rights Instruments (the "Charitable Supplements"). The following is a description of the Registration Rights Instrument, as supplemented by the Charitable Supplements. The Registration Rights Instrument and the Charitable Supplements 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 Charitable Supplements, GS Inc. has agreed to register the donated shares of Common Stock for resale by charitable foundations and public charities. GS Inc. has agreed in the Registration Rights Instrument and the Charitable Supplements to pay all of the fees and expenses relating to the offering by the charitable organizations, other than any agency fees and commissions or underwriting commissions or discounts or any transfer taxes incurred by the charitable organizations in connection with their resales. GS Inc. also has agreed to indemnify the charitable organizations against certain liabilities, including those arising under the Securities Act. GS Inc. may amend the Registration Rights Instrument and the Charitable Supplements in any manner that it deems appropriate, without the consent of any charitable organization. However, GS Inc. may not make any amendment that would cause the shares of Common Stock to fail to be "qualified appreciated stock" within the meaning of Section 170 of the Internal Revenue Code. In addition, GS Inc. may not make any amendment that would materially and adversely affect the rights of any charitable organization without the consent of a majority of the materially and adversely affected charitable organizations. 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 (the "EMD Supplement"), which supplements the Registration Rights Instrument referred to above. 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. DERIVATIVE INSTRUMENTS Certain Covered Persons have entered into derivative transactions with regard to shares of Common Stock as described in Annex F. 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. Supplemental Registration Rights Instrument, dated as of December 10, 1999 (incorporated by reference to Exhibit H to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)). C. 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)). D. Form of Counterpart to Shareholders' Agreement for non-individual former owners of Hull and Associates, L.L.C. (incorporated by reference to Exhibit K 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 X to Amendment No. 14 to the Initial Schedule 13D, filed March 29, 2001 (File No. 005-56295)). G. Supplemental Registration Rights Instrument, dated as of December 21, 2000 (incorporated by reference to Exhibit AA to Amendment No. 12 to the Initial Schedule 13D, filed January 23, 2001 (File No. 005-56295)). H. Supplemental Registration Rights Instrument, dated as of December 21, 2001 (incorporated by reference to Exhibit 4.4 to the registration statement on Form S-3 (File No. 333-74006) filed by The Goldman Sachs Group, Inc.). I. Supplemental Registration Rights Instrument, dated as of December 20, 2002 (incorporated by reference to Exhibit 4.4 to the registration statement on Form S-3 (File No. 333-101093) filed by The Goldman Sachs Group, Inc.). J. 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)). K. Supplemental Registration Rights Instrument, dated as of December 19, 2003 (incorporated by reference to Exhibit 4.4 to the registration statement on Form S-3 (File No. 333-110371) filed by The Goldman Sachs Group, Inc.). L. Amended and Restated Shareholders' Agreement, effective as of the close of business on June 22, 2004 (incorporated by reference to Exhibit M to Amendment No. 54 to the Initial Schedule 13D, filed June 22, 2004 (File No. 005-56295)).
13 ANNEX A INFORMATION REQUIRED AS TO EXECUTIVE OFFICERS AND DIRECTORS OF CORPORATE REPORTING ENTITIES.
NAME CITIZENSHIP BUSINESS ADDRESS PRESENT CONVICTIONS OR BENEFICIAL EMPLOYMENT VIOLATIONS OF OWNERSHIP OF THE FEDERAL OR STATE COMMON STOCK OF THE LAWS WITHIN THE GOLDMAN SACHS LAST FIVE YEARS GROUP, INC. Steven M. USA 85 Broad Street Managing Director, None Less than 1% of the Bunson New York, NY The Goldman Sachs outstanding shares 10004 Group, Inc. of Common Stock. Russell E. USA 85 Broad Street Managing Director, None Less than 1% of the Makowsky New York, NY The Goldman Sachs outstanding shares 10004 Group, Inc. of Common Stock. Michael H. UK 26 New Street, Partner, None None Richardson St. Helier, Jersey, Bedell Cristin JE4 3RA Anthony J. UK 26 New Street, Partner, None None Dessain St. Helier, Jersey, Bedell Cristin JE4 3RA
14 ANNEX B ITEMS 2(D) AND 2(E). INFORMATION REQUIRED AS TO CERTAIN PROCEEDINGS. None. 15 ANNEX C ITEM 4. PLANNED DISPOSITION OF SECURITIES OF THE ISSUER BY COVERED PERSONS OR REPORTING ENTITIES. None. 16 ANNEX D ITEM 5(A). DESCRIPTION OF SHARES AS TO WHICH THERE IS A RIGHT TO ACQUIRE EXERCISABLE WITHIN 60 DAYS. An aggregate of 20,418,973 shares of Common Stock are deliverable to Covered Persons upon the exercise of stock options, all of which have vested and are exercisable. The share amount given above includes the gross number of shares of Common Stock underlying these options, and is included in the aggregate number of shares beneficially owned by the Covered Persons under Rule 13d-3(d)(1) because the options represent a right to acquire beneficial ownership within 60 days of the date hereof. Upon delivery of the shares upon the 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 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. 17 ANNEX E ITEM 5(C). DESCRIPTION OF ALL TRANSACTIONS IN THE COMMON STOCK EFFECTED BY COVERED PERSONS OR REPORTING ENTITIES 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 or Reporting Entities through one or more subsidiaries of GS Inc. for cash on the New York Stock Exchange:
COVERED PERSON NUMBER OF SHARES TRADE DATE PRICE PER SHARE (IN $) - -------------- ---------------- ---------- ---------------------- Bernstein, Stuart N. 500 March 21, 2005 110.78 Chambolle Limited 15,000 March 21, 2005 110.1 De Lathauwer, Michael G. 3,000 March 21, 2005 110.73 Efron, Paul S. 15,000 March 21, 2005 110.4729 Evans, J. Michael 50,000 March 21, 2005 110.2447 Feldman, Steven M. 725 March 21, 2005 110.0962 Gheewalla, Robert R. 1,860 March 21, 2005 110.21 Greenwald, David J. 2,000 March 21, 2005 110.3795 Heller, David B. 15,000 March 21, 2005 110.3737 Jacob III, William L. 12 March 21, 2005 110.25 Mastrocola, David J. 10,000 March 21, 2005 110.7353 Singh, Ravi M. 100 March 21, 2005 110.65 Singh, Ravi M. 1,900 March 21, 2005 110.64 Singh, Ravi M. 2,000 March 21, 2005 110.35 Sloan, Jeffrey S. 500 March 21, 2005 110 Bernstein, Stuart N. 500 March 22, 2005 110.74 Corrigan, E. Gerald 10,000 March 22, 2005 109.1706 Hale Doty, Jana 2,000 March 22, 2005 110 Dweck, Michael L. 2,000 March 22, 2005 110.53 Evans, J. Michael 50,000 March 22, 2005 110.6651 Feldman, Steven M. 725 March 22, 2005 109.9848 Hayes, Keith L. 1,325 March 22, 2005 109.75 Miele, Michael R. 3,554 March 22, 2005 109.51 Moffitt, Philip J. 700 March 22, 2005 110.62 Porges, Ellen R. 2,920 March 22, 2005 109.54 Sloan, Jeffrey S. 500 March 22, 2005 110.3 Biamonti, Jean-Luc 4,137 March 23, 2005 108 Bott, Charles W. A. 3,000 March 23, 2005 107.6 Cowen, Randolph L. 10,000 March 23, 2005 108.0022 Feldman, Steven M. 725 March 23, 2005 108.1952 Wilson III, Kendrick R. 25,000 March 23, 2005 107.7524 Biamonti, Jean-Luc 3,000 March 24, 2005 108.86 Corrigan, E. Gerald 5,000 March 24, 2005 108.77 Daly, John S. 1,000 March 24, 2005 109.15 Donohoe, Suzanne O. 5,000 March 24, 2005 109.1804 Feldman, Steven M. 725 March 24, 2005 108.9438 Kaplan, Robert S. 25,000 March 24, 2005 109.2689 Donohoe, Suzanne O. 5,000 March 28, 2005 109.5356 Feldman, Steven M. 725 March 28, 2005 109.3648 Greenwald, David J. 1,500 March 28, 2005 109.97 Kaplan, Robert S. 75,000 March 28, 2005 109.6392
18
COVERED PERSON NUMBER OF SHARES TRADE DATE PRICE PER SHARE (IN $) - -------------- ---------------- ---------- ---------------------- Ong, Richard T. 20,000 March 28, 2005 109 Cowen, Randolph L. 10,000 March 29, 2005 110 Dibelius, Alexander C. 35,000 March 29, 2005 110.3003 Evans, J. Michael 33,000 March 29, 2005 110.2302 Feldman, Steven M. 725 March 29, 2005 109.6272 Forst, Edward C. 30,000 March 29, 2005 110 Goldenberg, Jeffrey B. 5,000 March 29, 2005 110.24 Heller, David B. 15,000 March 29, 2005 109.9073 Kingston, Timothy M. 2,101 March 29, 2005 110 Moslow, Jeffrey M. 9 March 29, 2005 110.16 Moslow, Jeffrey M. 1,991 March 29, 2005 110.1725 Ong, Richard T. 40,000 March 29, 2005 110.25 Rominger, Eileen P. 3,110 March 29, 2005 110.5664 Scopellite, Steve M. 2,592 March 29, 2005 110.5 Viniar, David A. 50,000 March 29, 2005 109.5806 De Giorgi, Diego 4,000 March 30, 2005 109.7263 De Lathauwer, Michael G. 2,000 March 30, 2005 109.325 Donohoe, Suzanne O. 5,000 March 30, 2005 109.6448 Evans, J. Michael 17,000 March 30, 2005 109.5072 Feldman, Steven M. 725 March 30, 2005 109.2162 Kennedy, Kevin W. 25,000 March 30, 2005 109.6348 Lauto, John J. 1,000 March 30, 2005 109.75 Machin, Mark G. 200 March 30, 2005 109.35 Machin, Mark G. 300 March 30, 2005 109.36 Machin, Mark G. 500 March 30, 2005 109.34 Machin, Mark G. 600 March 30, 2005 108.87 Machin, Mark G. 768 March 30, 2005 108.88 Machin, Mark G. 1,000 March 30, 2005 109.71 Machin, Mark G. 2,000 March 30, 2005 109.78 Bernstein, Stuart N. 500 March 31, 2005 110 Calcano, Lawrence V. 20,000 March 31, 2005 110.0238 Christie, Robert J. 3,000 March 31, 2005 110.0903 Efron, Paul S. 10,000 March 31, 2005 110 Feldman, Steven M. 725 March 31, 2005 109.7876 Governali, Frank J. 2,300 March 31, 2005 109.5 HJS2 Limited 5,000 March 31, 2005 110 Machin, Mark G. 400 March 31, 2005 109.96 Machin, Mark G. 600 March 31, 2005 109.94 Machin, Mark G. 1,000 March 31, 2005 109.4 Machin, Mark G. 1,000 March 31, 2005 109.8 Moslow, Jeffrey M. 2,000 March 31, 2005 110.05 Tudor III, Robert B. 30,000 March 31, 2005 110.0135 Cohen, Abby Joseph 10,000 April 1, 2005 110.2067 Corrigan, E. Gerald 5,000 April 1, 2005 109.5692 Feldman, Steven M. 725 April 1, 2005 109.8614 HJS2 Limited 5,000 April 1, 2005 111 Machin, Mark G. 1,000 April 1, 2005 109.91 Machin, Mark G. 1,000 April 1, 2005 110.35 Masterson, John J. 2,000 April 1, 2005 110.3705 Mastrocola, David J. 25,000 April 1, 2005 110.823 Ong, Richard T. 40,000 April 1, 2005 110.74
19
COVERED PERSON NUMBER OF SHARES TRADE DATE PRICE PER SHARE (IN $) - -------------- ---------------- ---------- ---------------------- Rothenberg, Stuart M. 5,000 April 1, 2005 111 Scopellite, Steve M. 2,000 April 1, 2005 110.916 Bernstein, Stuart N. 500 April 4, 2005 110.4 Biamonti, Jean-Luc 3,000 April 4, 2005 109.15 Christie, Robert J. 12,666 April 4, 2005 110.5856 Cohn, Gary D. 10,000 April 4, 2005 110.3204 Cohn, Gary D. 10,000 April 4, 2005 110.6204 Coulson Jr, Frank L. 7,296 April 4, 2005 110.4074 De Giorgi, Diego 202 April 4, 2005 110.15 De Giorgi, Diego 2,200 April 4, 2005 110.14 De Lathauwer, Michael G. 3,000 April 4, 2005 110.5 Dweck, Michael L. 2,000 April 4, 2005 110.93 Feldman, Steven M. 725 April 4, 2005 110.0248 Friedman, Richard A. 100,000 April 4, 2005 110.0938 Machin, Mark G. 1,000 April 4, 2005 109.6 Mastrocola, David J. 20,000 April 4, 2005 111.125 Niederauer, Duncan L. 25,000 April 4, 2005 110.4658 Ong, Richard T. 13,133 April 4, 2005 111 Pace, Robert J. 10,000 April 4, 2005 110.194 Westerman, Matthew C. 3,064 April 4, 2005 110.1605 Bernstein, Stuart N. 500 April 5, 2005 111.25 Bott, Charles W. A. 2,447 April 5, 2005 110.95 Chambolle Limited 15,000 April 5, 2005 110.95 Cohen, Abby Joseph 6,633 April 5, 2005 111.444 Feldman, Steven M. 725 April 5, 2005 111.1093 Green, Stefan 3,000 April 5, 2005 111.47 Kennedy, Kevin W. 25,000 April 5, 2005 111.3669 Lauto, John J. 2,721 April 5, 2005 111.1176 Lieberman, Mitchell J. 5,000 April 5, 2005 111.1614 Masterson, John J. 1,500 April 5, 2005 111.22 Rothenberg, Stuart M. 5,000 April 5, 2005 111.27 Bernstein, Stuart N. 1,500 April 6, 2005 111.6433 Corrigan, E. Gerald 7,500 April 6, 2005 111.8135 Crowder, Neil D. 100 April 6, 2005 111.35 Crowder, Neil D. 500 April 6, 2005 111.34 Crowder, Neil D. 1,400 April 6, 2005 111.37 Hale Doty, Jana 2,587 April 6, 2005 112 Feldman, Steven M. 725 April 6, 2005 111.619 Fitzgerald, Stephen C. 20,000 April 6, 2005 111 Friedman, Richard A. 50,000 April 6, 2005 112.21 Gilbertson Jr., H. John 3,695 April 6, 2005 112.1205 Governali, Frank J. 3,000 April 6, 2005 112.1243 Grathwohl, William M. 5,417 April 6, 2005 111.3556 HJS2 Limited 5,000 April 6, 2005 112 Kimmelman, Douglas W. 77,000 April 6, 2005 111.5 Manby, Charles G. R. 7,000 April 6, 2005 110.95 Moslow, Jeffrey M. 2,000 April 6, 2005 112 Moslow, Jeffrey M. 2,000 April 6, 2005 112.411 Rothenberg, Stuart M. 5,000 April 6, 2005 111.9226 Schiller, Howard B. 20,000 April 6, 2005 111.9465 Sykes, Gene T. 30,000 April 6, 2005 112.0105
20
COVERED PERSON NUMBER OF SHARES TRADE DATE PRICE PER SHARE (IN $) - -------------- ---------------- ---------- ---------------------- Tercek, Mark R. 25,000 April 6, 2005 111.4024 Wellde Jr, George W. 25,000 April 6, 2005 110.934 Bernstein, Stuart N. 1,000 April 7, 2005 112.75 Biamonti, Jean-Luc 3,000 April 7, 2005 113 Cowen, Randolph L. 10,000 April 7, 2005 113.5582 De Giorgi, Diego 2,000 April 7, 2005 113.74 Donohoe, Suzanne O. 3,637 April 7, 2005 113.59 Ealet, Isabelle 100 April 7, 2005 113.53 Ealet, Isabelle 800 April 7, 2005 113.28 Ealet, Isabelle 2,900 April 7, 2005 113.51 Ealet, Isabelle 3,200 April 7, 2005 113.26 Efron, Paul S. 5,000 April 7, 2005 113.7812 Feldman, Steven M. 725 April 7, 2005 113.2848 Goldenberg, Jeffrey B. 2,500 April 7, 2005 112.9904 Heyman, Bruce A. 735 April 7, 2005 112.5 HJS2 Limited 2,500 April 7, 2005 113.5 Hu, Zu Liu Frederick 1,000 April 7, 2005 113 Jones, Adrian M. 2,000 April 7, 2005 113.65 Kennedy, Kevin W. 17,177 April 7, 2005 113.8443 Kenny, Thomas J. 2,174 April 7, 2005 112.85 Lieberman, Mitchell J. 2,000 April 7, 2005 113.61 Rothenberg, Stuart M. 5,000 April 7, 2005 113 Backer, Dean C. 2,000 April 8, 2005 114.0515 Corrigan, E. Gerald 7,500 April 8, 2005 113.4775 Feldman, Steven M. 725 April 8, 2005 113.3869 Greenwald, David J. 1,492 April 8, 2005 113.33 Hu, Zu Liu Frederick 1,000 April 8, 2005 114 Moslow, Jeffrey M. 767 April 8, 2005 113.08 Raby, Jean 1,000 April 8, 2005 114.12 Rafter, John J. 3,000 April 8, 2005 114.032 RJG Holding Company 75,000 April 8, 2005 113.3561 Wellde Jr, George W. 20,000 April 8, 2005 112.8482 Bernstein, Stuart N. 500 April 11, 2005 113.4 Chisholm, Andrew A. 10,000 April 11, 2005 112.0893 Feldman, Steven M. 725 April 11, 2005 112.8224 Pace, Robert J. 5,000 April 11, 2005 112.53 Feldman, Steven M. 725 April 12, 2005 110.9617 Kimmelman, Douglas W. 2 April 12, 2005 111.15 Leven, Johan 6,000 April 12, 2005 111.55 Mossavar-Rahmani, Sharmin 7,397 April 12, 2005 110.3547 Robinelli Limited 30,000 April 12, 2005 111.5753 Feldman, Steven M. 725 April 13, 2005 110.8093 Feldman, Steven M. 725 April 14, 2005 109.4069 Flamand, Pierre-Henri 728 April 14, 2005 109.86 O'Neill, Terence J. 50,000 April 14, 2005 110.0664 Tracey, Mark J. 10,000 April 14, 2005 108.964 Biamonti, Jean-Luc 3,000 April 15, 2005 108.5 Carr, Michael J. 20,000 April 15, 2005 95 Feldman, Steven M. 725 April 15, 2005 108.031 Hickey, Stephen P. 2,000 April 15, 2005 108.56 HJS2 Limited 20,000 April 15, 2005 105
21
COVERED PERSON NUMBER OF SHARES TRADE DATE PRICE PER SHARE (IN $) - -------------- ---------------- ---------- ---------------------- Kimmelman, Douglas W. 47,500 April 15, 2005 100 O'Neill, Terence J. 50,000 April 15, 2005 108.1701 Willetts, Susan A. 15,000 April 15, 2005 95 Daly, John S. 1,500 April 18, 2005 107 Feldman, Steven M. 725 April 18, 2005 107.1493 Holzer, Philip 100 April 18, 2005 106.41 Holzer, Philip 100 April 18, 2005 107.45 Holzer, Philip 100 April 18, 2005 107.61 Holzer, Philip 100 April 18, 2005 107.66 Holzer, Philip 100 April 18, 2005 107.77 Holzer, Philip 100 April 18, 2005 107.88 Holzer, Philip 100 April 18, 2005 106.53 Holzer, Philip 100 April 18, 2005 106.69 Holzer, Philip 100 April 18, 2005 106.77 Holzer, Philip 100 April 18, 2005 106.9 Holzer, Philip 100 April 18, 2005 106.95 Holzer, Philip 100 April 18, 2005 107.07 Holzer, Philip 100 April 18, 2005 107.08 Holzer, Philip 100 April 18, 2005 107.35 Holzer, Philip 100 April 18, 2005 107.92 Sinha, Ravi 2,000 April 18, 2005 106.7845 Conrad, Linnea K. 3,000 April 19, 2005 107.28 Crowder, Neil D. 1,000 April 19, 2005 107.6 Feldman, Steven M. 770 April 19, 2005 107.3117 Gerhard, Peter C. 22,534 April 19, 2005 107.2128 Goldenberg, Jeffrey B. 2,500 April 19, 2005 107.7032 Kaplan, David A. 100 April 19, 2005 107.2107 Kaplan, David A. 4,280 April 19, 2005 107.2107 Mehra, Sanjeev K. 14,100 April 19, 2005 107.2377 Conrad, Linnea K. 1,000 April 20, 2005 104.784 Feldman, Steven M. 770 April 20, 2005 105.2687 Kaplan, David A. 4,480 April 20, 2005 106.0087 Ahmad, Syed H. 2,200 April 21, 2005 105.52 Ahmad, Syed H. 18,159 April 21, 2005 105.5 Berlinski, Milton R. 27,000 April 21, 2005 104.4851 Feldman, Steven M. 770 April 21, 2005 105.1719 Tracey, Mark J. 5,000 April 21, 2005 105.5 Wishart, Michael S. 512 April 21, 2005 105.8522 Wolstencroft, Tracy R. 25,000 April 21, 2005 105.0842 Calcano, Lawrence V. 2,500 April 22, 2005 105.52 De Giorgi, Diego 1,014 April 22, 2005 105.18 Feldman, Steven M. 773 April 22, 2005 104.6034 Manby, Charles G. R. 5,000 April 22, 2005 104.541 Tercek, Mark R. 7,400 April 22, 2005 104.2397 Walker, George H. 19,000 April 22, 2005 104.4634 Wolstencroft, Tracy R. 25,000 April 22, 2005 105.4301
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:
COVERED PERSON NUMBER OF SHARES TRADE DATE PRICE PER SHARE (IN $) - -------------- ---------------- ---------- ---------------------- Varadhan, Ashok 692 April 5, 2005 111.2772
22
COVERED PERSON NUMBER OF SHARES TRADE DATE PRICE PER SHARE (IN $) - -------------- ---------------- ---------- ---------------------- Kengeter, Carsten 134 April 19, 2005 107.7 McGoldrick, Mark E. 3,416 April 22, 2005 105
The following sales of Other Shares were made by family members of the following Covered Persons or by estate planning entities (which are not Reporting Entities) established by the following Covered Persons through one or more subsidiaries of GS Inc. for cash on the New York Stock Exchange:
COVERED PERSON NUMBER OF SHARES TRADE DATE PRICE PER SHARE (IN $) - -------------- ---------------- ---------- ---------------------- Kennedy, Kevin W. 1,000 March 24, 2005 109.18 Berlinski, Milton R. 3,650 March 28, 2005 109.3253 Kennedy, Kevin W. 2,000 March 28, 2005 109.7025 Nedelman, Jeffrey P. 454 March 28, 2005 109.18 Gordon, Andrew M. 15,000 March 31, 2005 110 Kennedy, Kevin W. 1,000 March 30, 2005 109.53 Forst, Edward C. 15,138 April 5, 2005 110.6258 Kennedy, Kevin W. 1,000 April 5, 2005 111.62 Kimmelman, Douglas W. 23,000 April 6, 2005 111.5 Kennedy, Kevin W. 1,000 March 7, 2005 113.77 Kennedy, Kevin W. 801 April 7, 2005 113.84 Gordon, Andrew M. 10,000 April 8, 2005 114 Palm, Gregory K. 10,000 April 13, 2005 110.6766 Gordon, Andrew M. 15,000 April 15, 2005 100 Gordon, Andrew M. 15,000 April 15, 2005 105 Gordon, Andrew M. 1,500 April 15, 2005 100 Gordon, Andrew M. 1,500 April 15, 2005 105 Woodruff, Jon A. 3,000 April 15, 2005 100
The following cashless exercises of stock options were effected by the following Covered Persons, with the indicated number of underlying shares sold through an affiliate of Mellon Investor Services LLC for cash on the New York Stock Exchange:
STRIKE NUMBER OF NUMBER OF PRICE SALES PRICE NUMBER OF SHARES COVERED PERSON DATE OF EXERCISE OPTIONS (IN $) (IN $) SHARES SOLD RETAINED -------------- ---------------- ------- ------ ------ ----------- -------- Dweck, Jay S. March 21, 2005 18,838 53 110.0029 18,838 0 Feldman, Steven M. March 21, 2005 3,044 53 110.0029 3,044 0 Gilbertson Jr, H. John March 21, 2005 10,000 53 110.0029 10,000 0 Jacob III, William L. March 21, 2005 2,750 53 110.0029 2,750 0 Ross, Ivan. March 21, 2005 4,000 53 110.0029 4,000 0 Clark, Kent A. March 22, 2005 22,642 53 110.0509 22,642 0 Conigliaro, Laura C. March 22, 2005 13,000 53 110.0509 13,000 0 Dees, Daniel L. March 22, 2005 5,940 53 110.0509 5,940 0 Giglio, Gary T. March 22, 2005 20,000 53 110.0509 20,000 0 Greenwald, David J. March 22, 2005 5,000 53 110.0509 5,000 0 Holzer, Philip March 22, 2005 1,892 53 110.0509 913 979 Jacob III, William L. March 22, 2005 2,750 53 110.0509 2,750 0 Morgan III, J. Ronald March 22, 2005 1,500 53 110.0509 1,500 0 Philip, David B. March 22, 2005 2,000 53 110.0509 2,000 0 Ravitch, Joseph March 22, 2005 4,350 53 110.0509 4,350 0 Trevor, Stephen S. March 22, 2005 4,075 53 110.0509 4,075 0 Uniacke, Kaysie P. March 22, 2005 34,461 53 110.0509 34,461 0 Katzman, James C. March 23, 2005 10,832 53 108.1216 10,832 0 Kiritani, Shigeki March 23, 2005 4,218 82.875 108.1216 3,599 619 Nachmann, Marc O. March 23, 2005 2,000 91.61 108.1216 2,000 0 Nachmann, Marc O. March 23, 2005 42 91.61 * * 42 Singh, Ravi M. March 23, 2005 10,000 53 108.1216 10,000 0 Gheewalla, Robert R. March 24, 2005 4,000 53 108.864 4,000 0 Morgan III, J. Ronald March 24, 2005 875 53 108.864 875 0
23
STRIKE NUMBER OF NUMBER OF PRICE SALES PRICE NUMBER OF SHARES COVERED PERSON DATE OF EXERCISE OPTIONS (IN $) (IN $) SHARES SOLD RETAINED -------------- ---------------- ------- ------ ------ ----------- -------- Smith, Michael M. March 24, 2005 1,250 53 108.864 1,250 0 York Jr, W. March 24, 2005 3,000 53 108.864 3,000 0 Bu, John J. March 28, 2005 10,000 53 109.2918 10,000 0 De Giorgi, Diego March 28, 2005 3,609 53 109.2918 3,609 0 Ross, Ivan March 28, 2005 4,000 53 109.2918 4,000 0 Carhart, Mark M. March 29, 2005 13,000 53 109.5296 13,000 0 Clark, Kent A. March 29, 2005 22,642 53 109.5296 22,642 0 Dees, Daniel L. March 29, 2005 1,978 53 109.5296 1,978 0 Feldman, Steven M. March 29, 2005 17,500 53 109.5296 17,500 0 Gheewalla, Robert R. March 29, 2005 4,000 53 109.5296 4,000 0 Greenwald, David J. March 29, 2005 5,000 53 109.5296 5,000 0 Holzer, Philip March 29, 2005 3,434 82.875 109.5296 2,803 631 Holzer, Philip March 29, 2005 2,350 82.875 109.5296 1,780 570 McNiff, Audrey A. March 29, 2005 2,000 53 109.5296 2,000 0 Morgan III, J. Ronald March 29, 2005 875 53 109.5296 875 0 Philip, David B. March 29, 2005 4,000 53 109.5296 4,000 0 Ravitch, Joseph March 29, 2005 3,000 53 109.5296 3,000 0 Trevor, Stephen S. March 29, 2005 4,075 53 109.5296 4,075 0 York Jr, W. March 29, 2005 3,794 53 109.5296 3,794 0 Altuzarra, Philippe J. March 30, 2005 70,000 53 109.1514 70,000 0 Dees, Daniel L. March 30, 2005 1,978 53 109.1514 1,978 0 Scherr, Stephen M. March 30, 2005 7,915 53 109.1514 7,915 0 Dees, Daniel L. March 31, 2005 1,979 53 109.6411 1,979 0 Gaglioti, Enrico S. March 31, 2005 2,275 53 109.6411 2,275 0 Gheewalla, Robert R. March 31, 2005 3,000 53 109.6411 3,000 0 Kingston, Timothy M. March 31, 2005 4,080 53 109.6411 4,080 0 Markwick, Robert J. March 31, 2005 30,000 53 109.6411 30,000 0 McNiff, Audrey A. March 31, 2005 2,000 53 109.6411 2,000 0 Morgan III, J. Ronald March 31, 2005 875 53 109.6411 875 0 Philip, David B. March 31, 2005 4,000 53 109.6411 4,000 0 Ravitch, Joseph March 31, 2005 3,500 53 109.6411 3,500 0 Ross, Ivan March 31, 2005 3,000 53 109.6411 3,000 0 Singh, Ravi M. March 31, 2005 6,903 53 109.6411 6,903 0 Smith, Michael M. March 31, 2005 3,000 53 109.6411 3,000 0 Uniacke, Kaysie P. March 31, 2005 17,230 53 109.6411 17,230 0 DiSabato, Joseph P. April 1, 2005 12,500 53 109.5879 12,500 0 Jones, Adrian M. April 1, 2005 21,757 53 109.5879 21,757 0 Jones, Adrian M. April 1, 2005 466 53 109.5879 466 0 Matsui, Kathy M. April 1, 2005 2,000 82.875 109.5879 2,000 0 Varadhan, Ashok April 4, 2005 20,808 82.875 109.98 20,808 0 Williams, Todd A. April 4, 2005 10,000 53 109.98 10,000 0 Broderick, Craig W. April 5, 2005 15,000 106 221.8658 15,000 0 Cardinale, Gerald J. April 5, 2005 1,101 53 110.9329 1,101 0 Casciato, Chris April 5, 2005 61,000 53 110.9329 61,000 0 Feldman, Steven M. April 5, 2005 17,500 53 110.9329 17,500 0 Flamand, Pierre-Henri April 5, 2005 6,567 82.875 110.9329 5,594 973 Gaglioti, Enrico S. April 5, 2005 2,000 53 110.9329 2,000 0 Gheewalla, Robert R. April 5, 2005 4,000 53 110.9329 4,000 0 Guth, Celeste A. April 5, 2005 5,000 53 110.9329 5,000 0 Jacob III, William L. April 5, 2005 2,750 53 110.9329 2,750 0
24
STRIKE NUMBER OF NUMBER OF PRICE SALES PRICE NUMBER OF SHARES COVERED PERSON DATE OF EXERCISE OPTIONS (IN $) (IN $) SHARES SOLD RETAINED -------------- ---------------- ------- ------ ------ ----------- -------- McNiff, Audrey A. April 5, 2005 2,000 53 110.9329 2,000 0 Morgan III, J. Ronald April 5, 2005 1,000 53 110.9329 1,000 0 Philip, David B. April 5, 2005 6,000 53 110.9329 6,000 0 Ravitch, Joseph April 5, 2005 4,500 53 110.9329 4,500 0 Ross, Ivan April 5, 2005 3,500 53 110.9329 3,500 0 Scopellite, Steve M. April 5, 2005 17,607 53 110.9329 17,607 0 Smith, Michael M. April 5, 2005 2,000 53 110.9329 2,000 0 Trevor, Stephen S. April 5, 2005 4,075 53 110.9329 4,075 0 Uniacke, Kaysie P. April 5, 2005 17,231 53 110.9329 17,231 0 Gilbertson Jr., H. John April 6, 2005 13,651 53 111.6375 13,651 0 King Jr., Robert C. April 6, 2005 83,156 53 111.6375 83,156 0 Matsui, Kathy M. April 6, 2005 2,000 82.875 111.6375 2,000 0 Nachmann, Marc O. April 6, 2005 2,000 91.61 111.6375 2,000 0 Nachmann, Marc O. April 6, 2005 45 91.61 * * 45 Resnick, Jeffrey A. April 6, 2005 2,869 82.875 111.6375 2,451 418 Gerhard, Peter C. April 7, 2005 64,560 82.875 113.2211 64,560 0 Lauto, John J. April 7, 2005 10,764 53 113.2211 10,764 0 Mattson, George N. April 7, 2005 3,000 53 113.2211 3,000 0 McNiff, Audrey A. April 7, 2005 2,000 53 113.2211 2,000 0 Morgan III, J. Ronald April 7, 2005 1,250 53 113.2211 1,250 0 Moslow, Jeffrey M. April 7, 2005 4,632 53 113.2211 4,632 0 Philip, David B. April 7, 2005 4,000 53 113.2211 4,000 0 Ravitch, Joseph April 7, 2005 1,500 53 113.2211 1,500 0 Singh, Ravi M. April 7, 2005 10,000 53 113.2211 10,000 0 Smith, Michael M. April 7, 2005 3,500 53 113.2211 3,500 0 Carhart, Mark M. April 8, 2005 12,741 53 113.1919 12,741 0 Gheewalla, Robert R. April 8, 2005 4,000 53 113.1919 4,000 0 Kimmelman, Douglas W. April 8, 2005 32,388 82.875 113.1919 32,388 0 Kimmelman, Douglas W. April 8, 2005 43,930 91.61 113.1919 43,930 0 Kingston, Timothy M. April 8, 2005 10,000 53 113.1919 10,000 0 Matsui, Kathy M. April 8, 2005 2,045 82.875 113.1919 2,045 0 McNiff, Audrey A. April 8, 2005 2,000 53 113.1919 2,000 0 Morgan III, J. Ronald April 8, 2005 1,000 53 113.1919 1,000 0 Philip, David B. April 8, 2005 3,768 53 113.1919 3,768 0 Porges, Ellen R. April 8, 2005 7,200 53 113.1919 7,200 0 Ravitch, Joseph April 8, 2005 1,000 53 113.1919 1,000 0 Resnick, Jeffrey A. April 8, 2005 2,500 82.875 113.1919 2,500 0 York Jr, W. April 8, 2005 5,000 53 113.1919 5,000 0 Resnick, Jeffrey A. April 11, 2005 2,500 82.875 112.2914 2,146 354 de Mallmann, Francois-Xavier April 12, 2005 180 82.875 110.9679 135 45 Feldman, Steven M. April 12, 2005 17,500 53 110.9679 17,500 0 Gilbertson Jr., H. John April 12, 2005 15,000 53 110.9679 15,000 0 Greenwald, David J. April 12, 2005 5,000 53 110.9679 5,000 0 Jacob III, William L. April 12, 2005 2,797 53 110.9679 2,797 0 Trevor, Stephen S. April 12, 2005 4,075 53 110.9679 4,075 0 Gheewalla, Robert R. April 13, 2005 5,000 53 110.2302 5,000 0 Lauto, John J. April 13, 2005 10,000 53 110.2302 10,000 0 Russo, Paul M. April 13, 2005 20,000 53 110.2302 20,000 0 Ben Brahim, Driss April 15, 2005 8,634 53 107.7595 8,634 0
25
STRIKE NUMBER OF NUMBER OF PRICE SALES PRICE NUMBER OF SHARES COVERED PERSON DATE OF EXERCISE OPTIONS (IN $) (IN $) SHARES SOLD RETAINED -------------- ---------------- ------- ------ ------ ----------- -------- Ben Brahim, Driss April 15, 2005 157 53 107.7595 157 0 Diaz, Armando A. April 15, 2005 13,384 53 107.7595 13,384 0 Nachmann, Marc O. April 18, 2005 2,988 91.61 106.898 2,988 0 Nachmann, Marc O. April 18, 2005 65 91.61 * * 65 Bu, John J. April 19, 2005 7,052 53 107.2135 7,052 0 Feldman, Steven M. April 19, 2005 17,503 53 107.2135 17,503 0 Greenwald, David J. April 19, 2005 5,000 53 107.2135 5,000 0 Morgan III, J. Ronald April 19, 2005 710 53 107.2135 710 0 Philip, David B. April 19, 2005 5,500 53 107.2135 5,500 0 Ravitch, Joseph April 19, 2005 1,000 53 107.2135 1,000 0 Russo, Paul M. April 19, 2005 17,374 53 107.2135 17,374 0 Smith, Michael M. April 19, 2005 2,500 53 107.2135 2,500 0 Weinstein, Gregg S. April 19, 2005 6,322 53 107.2135 6,322 0 Zhang, Kevin April 19, 2005 7,147 53 107.2135 7,147 0 Devenish, Martin R. April 20, 2005 6,020 53 104.979 6,020 0 Morgan III, J. Ronald April 20, 2005 710 53 104.979 710 0 Philip, David B. April 20, 2005 2,750 53 104.979 2,750 0 Smith, Michael M. April 20, 2005 1,500 53 104.979 1,500 0 Morgan III, J. Ronald April 21, 2005 707 53 105.3233 707 0 Philip, David B. April 21, 2005 2,750 53 105.3233 2,750 0 Gonsalves, Gregg A. April 22, 2005 7,000 53 104.5085 7,000 0 Ransom, Charlotte P. April 22, 2005 63,945 106 209.017 63,945 0
*This transaction was a cash-for-stock exercise, not a cashless exercise, and did not involve the sale of stock. The following charitable contributions and other transfers of shares in transactions for which no consideration was received were made by the following Covered Persons:
COVERED PERSON TRANSFER DATE NUMBER OF SHARES - -------------- ------------- ---------------- Wilson III, Kendrick R. March 23, 2005 4,000 Forst, Edward C. March 29, 2005 460 Tercek, Mark R. March 29, 2005 72,693 Niederauer, Duncan L. March 30, 2005 692 Mastrocola, David J. April 8, 2005 750 Sanders, J. Michael April 22, 2005 400
26 ANNEX F ITEM 6. DESCRIPTION OF POSITIONS IN DERIVATIVE INSTRUMENTS OF COVERED PERSONS The following Covered Persons have written American-style standardized call options or purchased American-Style standardized put options on Voting Shares with the following terms:
CALL WRITTEN OR PUT NUMBER OF STRIKE COVERED PERSON PURCHASED SHARES PRICE MATURITY DATE TRANSACTION DATE -------------- --------- ------ ----- ------------- ---------------- Aberg, Peter C. Call Written 7,500 $110 July 16, 2005 January 21, 2005 Calcano, Lawrence V. Call Written 10,000 115 January 21, 2006 January 21, 2005 Calcano, Lawrence V. Call Written 15,000 110 January 21, 2006 January 21, 2005 Bernstein, Stuart N. Call Written 1,000 115 July 16, 2005 March 24, 2005 Bernstein, Stuart N. Call Written 1,000 110 July 16, 2005 March 29, 2005 Bernstein, Stuart N. Call Written 500 115 October 22, 2005 April 5, 2005 Bernstein, Stuart N. Call Written 3,500 120 October 22, 2005 April 11, 2005 Corrigan, E. Gerald Put Purchased 125,000 90 January 21, 2006 November 3, 2004 Corrigan, E. Gerald Call Written 40,000 120 January 21, 2006 January 3, 2005 Corrigan, E. Gerald Call Written 65,000 100 January 21, 2006 April 20, 2005 Cowen, Randolph L. Call Written 10,000 110 July 16, 2005 March 23, 2005 Cole, Christopher A. Call Written 30,000 125 October 22, 2005 April 7, 2005 Cole, Christopher A. Call Written 10,000 130 October 22, 2005 April 11, 2005 Cole, Christopher A. Call Written 3,500 130 January 21, 2006 April 12, 2005 Gerhard, Peter C. Call Written 50,000 115 January 21, 2006 March 18, 2005 Gerhard, Peter C. Call Written 25,000 110 January 21, 2006 April 1, 2005 Tercek, Mark R. Call Written 50,000 115 July 16, 2005 January 21, 2005
27 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: May 3, 2005 By: /s/ Kenneth L. Josselyn ----------------------------- Name: Kenneth L. Josselyn Title: Attorney-in-Fact 28 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. Supplemental Registration Rights Instrument, dated as of December 10, 1999 (incorporated by reference to Exhibit H to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)). C. 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)). D. Form of Counterpart to Shareholders' Agreement for non-individual former owners of Hull and Associates, L.L.C. (incorporated by reference to Exhibit K 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 X to Amendment No. 14 to the Initial Schedule 13D, filed March 29, 2001 (File No. 005-56295)). G. Supplemental Registration Rights Instrument, dated as of December 21, 2000 (incorporated by reference to Exhibit AA to Amendment No. 12 to the Initial Schedule 13D, filed January 23, 2001 (File No. 005-56295)). H. Supplemental Registration Rights Instrument, dated as of December 21, 2001 (incorporated by reference to Exhibit 4.4 to the registration statement on Form S-3 (File No. 333-74006) filed by The Goldman Sachs Group, Inc.). I. Supplemental Registration Rights Instrument, dated as of December 20, 2002 (incorporated by reference to Exhibit 4.4 to the registration statement on Form S-3 (File No. 333-101093) filed by The Goldman Sachs Group, Inc.). J. 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)). K. Supplemental Registration Rights Instrument, dated as of December 19, 2003 (incorporated by reference to Exhibit 4.4 to the registration statement on Form S-3 (File No. 333-110371) filed by The Goldman Sachs Group, Inc.). L. Amended and Restated Shareholders' Agreement, effective as of the close of business on June 22, 2004 (incorporated by reference to Exhibit M to Amendment No. 54 to the Initial Schedule 13D, filed June 22, 2004 (File No. 005-56295)).
-----END PRIVACY-ENHANCED MESSAGE-----