-----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, KXx+apm/G45/1cAX05DgQJ+s7gPyvOYjbhgXnpXP+jeB5uqh3G6uSWotXAx5/CIh DoUR/JIGlZoYd2KKKxK0IA== 0000950123-07-015397.txt : 20071113 0000950123-07-015397.hdr.sgml : 20071112 20071113171252 ACCESSION NUMBER: 0000950123-07-015397 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071113 DATE AS OF CHANGE: 20071113 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: 1124 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56295 FILM NUMBER: 071239332 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: 1124 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 y4254367sc13dza.txt AMENDMENT #67 TO SCHEDULE 13D SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 File No. 005-56295 ---------- SCHEDULE 13D/A (Rule 13d-101) Amendment No. 67 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) November 3, 2007 -------------------- (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 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 21,350,189 Voting Shares(2) held by Covered Persons EACH 3,660 Shared Ownership Shares held by Covered Persons(3) REPORTING 19,659,530 Sixty Day Shares held by Covered Persons(4) PERSON 3,067,002 Other Shares held by Covered Persons(5) WITH ---------------------------------------------------------------- 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 44,080,381 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.80% - -------------------------------------------------------------------------------- 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) 552,397 shares of Common Stock held by 30 private charitable foundations established by 30 Covered Persons; (ii) 2,514,029 shares of Common Stock held by certain family members of Covered Persons and by certain estate planning entities established by Covered Persons; and (iii) 576 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. -2-
ITEM 6 CITIZENSHIP ITEM 1 (UNITED STATES NAMES OF REPORTING UNLESS OTHERWISE PERSONS INDICATED) Peter C. Aberg Mark E. Agne Gregory A. Agran Raanan A. Agus Yusuf A. Aliredha Bahrain Philippe J. Altuzarra France John A. Ashdown UK Akio Asuke Japan 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 Elizabeth E. Beshel Mark R. Beveridge Leslie A. Biddle Lloyd C. Blankfein Dorothee Blessing Germany Johannes M. Boomaars The Netherlands Charles W.A. Bott UK Craig W. Broderick Jason M. Brown UK Melissa R. Brown Steven M. Bunson Nicholas F. Burgin Mary D. Byron Jin Yong Cai China/Hong Kong Richard M. Campbell-Breeden UK Gerald J. Cardinale Mark M. Carhart Valentino D. Carlotti Anthony H. Carpet Michael J. Carr Chris Casciato Lik Shuen David Chan Hong Kong Amy L. Chasen R. Martin Chavez Andrew A. Chisholm Canada Jane P. Chwick James B. Clark Kent A. Clark Canada Abby Joseph Cohen Alan M. Cohen Gary D. Cohn Christopher A. Cole Peter H. Comisar Laura C. Conigliaro William J. Conley Jr. Thomas G. Connolly Ireland/USA Frank T. Connor Linnea K. Conrad Karen R. Cook UK Edith W. Cooper Colin J. Corgan Thomas W. Cornacchia Henry Cornell E. Gerald Corrigan Frank L. Coulson, Jr. Randolph L. Cowen Brahm S. Cramer Canada Matthew H. Cyzer UK Michael D. Daffey Australia John S. Daly Ireland Stephen D. Daniel Canada Diego De Giorgi Italy Michael G. De Lathauwer Belgium Francois-Xavier de Mallmann France/Switzerland Jean A. De Pourtales France/UK Giorgio De Santis Italy Daniel L. Dees Mark Dehnert James Del Favero Australia Juan A. Del Rivero Spain Martin R. Devenish UK Salvatore Di Stasi Italy Armando A. Diaz Alexander C. Dibelius Germany Simon P. Dingemans UK Joseph P. DiSabato Katinka I. Domotorffy Suzanne O. Donohoe Donald J. Duet Michael L. Dweck Gordon E. Dyal Isabelle Ealet France Glenn P. Earle UK Kenneth M. Eberts III Edward K. Eisler Austria Jason H. Ekaireb UK Kathleen G. Elsesser
-3-
ITEM 6 CITIZENSHIP ITEM 1 (UNITED STATES NAMES OF REPORTING UNLESS OTHERWISE PERSONS INDICATED) Peter C. Enns Canada James P. Esposito Michael P. Esposito J. Michael Evans Canada Carl Faker France/Lebanon Fenglei Fang China Elizabeth C. Fascitelli Douglas L. Feagin Steven M. Feldman Gregg J. Felton Luca D. Ferrari Italy Stephen C. Fitzgerald Australia Pierre-Henri Flamand France Mark B. Florian Timothy B. Flynn Elisabeth Fontenelli Silverio Foresi Italy Edward C. Forst Colleen A. Foster Orit Freedman Israel Matthew T. Fremont-Smith Christopher G. French UK Richard A. Friedman Enrico S. Gaglioti James R. Garman UK James R. Garvey Ireland Kevin S. Gasvoda Robert R. Gheewalla Gary T. Giglio H. John Gilbertson, Jr. Joseph H. Gleberman Justin G. Gmelich Richard J. Gnodde Ireland/South Africa Jeffrey B. Goldenberg Gregg A. Gonsalves Andrew M. Gordon Lorenzo Grabau Italy Michael J. Graziano Stefan Green Australia David J. Greenwald Douglas C. Grip Peter Gross Vishal Gupta India Celeste A. Guth Jana Hale Doty Rumiko Hasegawa Japan Keith L. Hayes UK David B. Heller Robert D. Henderson Bruce A. Heyman Stephen P. Hickey Melina E. Higgins Kenneth L. Hirsch Kenneth W. Hitchner Maykin Ho Simon N. Holden UK Margaret J. Holen Peter Hollmann Germany Philip Holzer Germany Robert Howard Zu Liu Frederick Hu China Alastair J. Hunt UK/USA Edith A. Hunt Phillip S. Hylander UK Timothy J. Ingrassia Zubin P. Irani UK/India Raymond J. Iwanowski William L. Jacob III Andrew J. Jonas Adrian M. Jones Ireland Robert C. Jones Andrew J. Kaiser Toshinobu Kasai Japan James C. Katzman Carsten Kengeter Germany Kevin W. Kennedy Thomas J. Kenny Richard A. Kimball Jr. Robert C. King, Jr. Timothy M. Kingston Shigeki Kiritani Japan Koji Kotaka Japan John D. Kramer Peter S. Kraus Eric S. Lane Jonathan A. Langer Anthony D. Lauto John J. Lauto George C. Lee Gregory D. Lee Australia Ronald Lee Tim Leissner Brazil/Germany Todd W. Leland Gregg R. Lemkau Hughes B. Lepic France Johan Leven Sweden Allan S. Levine
-4-
ITEM 6 CITIZENSHIP ITEM 1 (UNITED STATES NAMES OF REPORTING UNLESS OTHERWISE PERSONS INDICATED) Brian T. Levine Jack Levy Matthew G. L'Heureux George C. Liberopoulos Canada/USA 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 Peter J. Lyon Peter B. MacDonald UK Mark G. Machin UK Paula B. Madoff John A. Mahoney Puneet Malhi UK Charles G. R. Manby UK Simon I. Mansfield UK Robert J. Markwick UK Allan S. Marson UK Alison J. Mass David J. Mastrocola Kathy M. Matsui George N. Mattson Theresa E. McCabe Ian R. McCormick UK Stephen J. McGuinness John W. McMahon James A. McNamara Robert A. McTamaney Sanjeev K. Mehra USA/India Bernard A. Mensah UK Julian R. Metherell UK Michael J. Millette Masanori Mochida Japan Timothy H. Moe Philip J. Moffitt Australia Thomas K. Montag William C. Montgomery J. Ronald Morgan III Simon P. Morris UK Thomas C. Morrow Jeffrey M. Moslow Sharmin UK Mossavar-Rahmani Donald R. Mullen Ken N. Murphy Arjun N. Murti Marc O. Nachmann Germany Kenichi Nagasu Japan Jeffrey P. Nedelman Anthony J. Noto Gavin G. O'Connor L. Peter O'Hagan Canada Terence J. O'Neill UK Timothy J. O'Neill Richard T. Ong Malaysia Taneki Ono Japan Peter C. Oppenheimer UK Fumiko Ozawa Japan Robert J. Pace Gregory K. Palm Konstantinos N. Greece Pantazopoulos James R. Paradise UK Geoffrey M. Parker Sanjay H. Patel India Sheila H. Patel Arthur J. Peponis David B. Philip Stephen R. Pierce Kenneth A. Pontarelli Andrea Ponti Italy/USA Ellen R. Porges Richard H. Powers Kevin A. Quinn Jean Raby Canada John J. Rafter Ireland Dioscoro-Roy I. Ramos Philippines Charlotte P. Ransom UK Krishna S. Rao India Buckley T. Ratchford Joseph Ravitch Sara E. Recktenwald Gene Reilly Jeffrey A. Resnick William M. Roberts John F. W. Rogers Eileen P. Rominger Ivan Ross Stuart M. Rothenberg Paul M. Russo Richard M. Ruzika David C. Ryan David M. Ryan Australia Katsunori Sago Japan Ankur A. Sahu India Guy E. Saidenberg France
-5-
ITEM 6 CITIZENSHIP ITEM 1 (UNITED STATES NAMES OF REPORTING UNLESS OTHERWISE PERSONS INDICATED) Pablo J. Salame Ecuador Muneer A. Satter Peter Kevin Scaturro Susan J. Scher Gary B. Schermerhorn Stephen M. Scherr Clare R. Scherrer Howard B. Schiller Jeffrey W. Schroeder Harvey M. Schwartz Steven M. Scopellite John A. Sebastian Karen D. Seitz Peter D. Selman UK Lisa M. Shalett David G. Shell Michael S. Sherwood UK David A. Shiffman Kunihiko Shiohara Japan Ravi M. Singh Ravi Sinha India/USA Edward M. Siskind Jeffrey S. Sloan Sarah E. Smith UK Jonathan S. Sobel David M. Solomon Theodore T. Sotir Daniel L. Sparks Marc A. Spilker Christoph W. Stanger Austria Esta E. Stecher Laurence Stein South Africa Chase O. Stevenson Steven H. Strongin Hsueh J. Sung Taiwan Jonathan R. Symonds UK Gene T. Sykes Morgan C. Sze Shahriar Tadjbakhsh Roland W. Tegeder Germany Thomas D. Teles David H. Tenney Daisuke Toki Japan Peter K. Tomozawa Byron D. Trott Michael A. Troy Donald J. Truesdale Irene Y. Tse Hong Kong Eiji Ueda Japan Kaysie P. Uniacke Lucas van Praag UK Ashok Varadhan John J. Vaske Andrea Vella Italy Robin A. Vince UK David A. Viniar Alejandro Vollbrechthausen Mexico David H. Voon Casper W. Von Koskull Finland John E. Waldron Theodore T. Wang China Alan S. Waxman Nicholas H. Weber David M. Weil John S. Weinberg Gregg S. Weinstein George W. Wellde, Jr. Martin M. Werner Mexico Matthew Westerman UK William Wicker Elisha Wiesel C. Howard Wietschner Susan A. Willetts Todd A. Williams John S. Willian Andrew F. Wilson New Zealand Kendrick R. Wilson III Jon Winkelried Samuel J. Wisnia France Andrew E. Wolff Tracy R. Wolstencroft Jon A. Woodruff Neil J. Wright UK Shinichi Yokote Japan W. Thomas York, Jr. Wassim G. Younan UK/Lebanon Paul M. Young William J. Young Sanaz Zaimi UK Paolo Zannoni Italy Yoel Zaoui France Kevin Zhang China
-6- Reporting Entities
ITEM 1 TYPE OF ITEM 6 NAME OF ESTABLISHING NAME OF ENTITY ENTITY PLACE OF COVERED PERSON ORGANIZATION Anahue Limited Corporation Jersey Andrew A. Chisholm Bott 2004 Settlement Trust UK Charles W.A. Bott Campbell-Breeden 2004 Trust UK Richard M. Settlement Campbell-Breeden 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 Sherwood 2004 Settlement Trust UK Michael S. Sherwood Westerman 2004 Settlement Trust UK Matthew Westerman Zurrah Limited Corporation Jersey Yoel Zaoui
-7- This Amendment No. 67 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. 67 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 increased 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 "Acquisition Covered Persons") of Hull and Associates, L.L.C. ("Hull") acquired certain shares of Common Stock in exchange for their interests in Hull; 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. 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. -8- 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 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 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 (the "Participating Managing Directors"). -9- 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). 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. Shares beneficially owned by a Covered Person through a Reporting Entity or certain other approved estate planning vehicles established by Covered Persons, 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. 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. 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. -10- OTHER RESTRICTIONS The Shareholders' Agreement also prohibits Covered Persons from engaging in certain activities relating to any securities of GS Inc. with any person who is not a Covered Person or a director, officer or employee of GS Inc. ("Restricted Persons"). Among other things, a Covered Person may not: participate in a proxy solicitation to or with a Restricted Person; deposit any shares of Common Stock in a voting trust or subject any shares of Common Stock to any voting agreement or arrangement that includes any Restricted Person; form, join or in any way participate in a "group" with any Restricted Person; or together with any Restricted Person, propose certain transactions with GS Inc. or seek the removal of any directors of GS Inc. or any change in the composition of the board of directors. TERM, AMENDMENT AND CONTINUATION The Shareholders' Agreement is to continue in effect until the earlier of January 1, 2050 and the time it is terminated by the vote of 66 2/3% of the outstanding Covered Shares. The Shareholders' Agreement may generally be amended at any time by a majority of the outstanding Covered Shares. Unless otherwise terminated, in the event of any transaction in which a third party succeeds to the business of GS Inc. and in which Covered Persons hold securities of the third party, the Shareholders' Agreement will remain in full force and effect as to the securities of the third party, and the third party shall succeed to the rights and obligations of GS Inc. under the Shareholders' Agreement. INFORMATION REGARDING THE SHAREHOLDERS' COMMITTEE The Shareholders' Committee constituted pursuant to the Shareholders' Agreement (the "Shareholders' Committee") shall at any time consist of each of those individuals who are both Covered Persons and members of the board of directors and who agree to serve as members of the Shareholders' Committee. If there are less than three individuals who are both Covered Persons and members of the board of directors and who agree to serve as members of the Shareholders' Committee, the Shareholders' Committee shall consist of each such individual plus such additional individuals who are Covered Persons and who are selected pursuant to procedures established by the Shareholders' Committee as shall assure a Shareholders' Committee of not less than three members who are Covered Persons. Currently, Lloyd C. Blankfein, Gary D. Cohn and Jon Winkelried 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. PLEDGE AGREEMENTS Certain Covered Persons have pledged in the aggregate 1,756,638 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. 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. -11- 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. 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)). F. 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)). G. 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)). H. 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)). I. 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)). J. 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.). K. 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.). L. 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)). M. 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.).
-13-
Exhibit Description - ------------ ------------------------------------------------------------------ N. 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)).
-14- ANNEX A INFORMATION REQUIRED AS TO EXECUTIVE OFFICERS AND DIRECTORS OF CORPORATE REPORTING ENTITIES.
CONVICTIONS OR BENEFICIAL VIOLATIONS OF OWNERSHIP OF THE FEDERAL OR STATE COMMON STOCK OF THE LAWS WITHIN THE GOLDMAN SACHS NAME CITIZENSHIP BUSINESS ADDRESS PRESENT EMPLOYMENT 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. 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
-15- ANNEX B ITEMS 2(D) AND 2(E). INFORMATION REQUIRED AS TO CERTAIN PROCEEDINGS. None. -16- ANNEX C ITEM 4. PLANNED DISPOSITION OF SECURITIES OF THE ISSUER BY COVERED PERSONS OR REPORTING ENTITIES. None. -17- ANNEX D ITEM 5(A). DESCRIPTION OF SHARES AS TO WHICH THERE IS A RIGHT TO ACQUIRE EXERCISABLE WITHIN 60 DAYS. An aggregate of 10,966,051 shares of Common Stock are deliverable to Covered Persons upon the exercise of stock options, all of which have vested and are exercisable. On or about January 2, 2008, 8,693,479 shares of Common Stock will be delivered pursuant to the terms of an equal number of restricted stock units. The share amounts given above includes the gross number of shares of Common Stock underlying these restricted stock units and options, and 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 the date hereof. Upon delivery of the shares pursuant to the terms of the restricted stock units or 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. -18- 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 TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $) - -------------- ---------- ---------------- ---------------------- Johannes M. Boomaars September 21, 2007 100 205.05 Johannes M. Boomaars September 21, 2007 500 205.06 Johannes M. Boomaars September 21, 2007 790 205.07 Craig W. Broderick September 21, 2007 5,000 205.56 E. Gerald Corrigan September 21, 2007 5,000 206.21 E. Gerald Corrigan September 21, 2007 5,000 212.59 Randolph L. Cowen September 21, 2007 5,000 205.73 Devenish 2004 Settlement September 21, 2007 2,509 205.56 Steven M. Feldman September 21, 2007 3,506 205.01 Gregory D. Lee September 21, 2007 11,524 207.41 Jean Raby September 21, 2007 1,000 207.06 Krishna S. Rao September 21, 2007 2,000 205.56 Jeffrey A. Resnick September 21, 2007 1,000 205.56 Jeffrey A. Resnick September 21, 2007 1,000 207.00 C. Howard Wietschner September 21, 2007 300 205.00 William J. Young September 21, 2007 5,000 205.46 Victor M. Lopez-Balboa September 24, 2007 3,517 213.00 Richard H. Powers September 24, 2007 2,700 212.22 Jean Raby September 24, 2007 845 213.34 Charles W A. Bott September 25, 2007 1,061 209.00 Isabelle Ealet September 25, 2007 100 210.64 Isabelle Ealet September 25, 2007 100 210.65 Isabelle Ealet September 25, 2007 100 210.68 Isabelle Ealet September 25, 2007 100 210.69 Isabelle Ealet September 25, 2007 100 211.58 Isabelle Ealet September 25, 2007 400 210.63 Isabelle Ealet September 25, 2007 400 211.64 Isabelle Ealet September 25, 2007 400 211.65 Isabelle Ealet September 25, 2007 500 210.67 Isabelle Ealet September 25, 2007 500 211.63 Isabelle Ealet September 25, 2007 600 211.57 Isabelle Ealet September 25, 2007 700 210.70 Theodore T. Wang September 25, 2007 500 210.70 Theodore T. Wang September 25, 2007 1,500 210.67 William J. Young September 25, 2007 4,750 210.83 Brahm S. Cramer September 26, 2007 4,578 211.50 Isabelle Ealet September 27, 2007 100 216.43 Isabelle Ealet September 27, 2007 100 216.55 Isabelle Ealet September 27, 2007 938 216.52 Isabelle Ealet September 27, 2007 1,000 216.45 Abby Joseph Cohen September 28, 2007 1,000 218.06 George N. Mattson October 1, 2007 6 218.27 Richard H. Powers October 1, 2007 4,715 222.10 Byron D. Trott October 1, 2007 25,000 222.30
-19-
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $) - -------------- ---------- ---------------- ---------------------- Katinka I. Domotorffy October 2, 2007 5 222.91 Stephen C. Fitzgerald October 2, 2007 1,996 223.25 Justin G. Gmelich October 2, 2007 750 227.05 Michael J. Graziano October 2, 2007 3,000 224.53 Edith A. Hunt October 2, 2007 4,953 223.98 Tracy R. Wolstencroft October 2, 2007 5,000 222.54 William J. Young October 2, 2007 4,450 224.70 Kenneth M. Eberts III October 3, 2007 1,689 229.88 Stephen C. Fitzgerald October 3, 2007 4,895 226.25 Manby 2004 Settlement October 3, 2007 2,228 226.25 Jean Raby October 3, 2007 3,000 227.52 Jean Raby October 3, 2007 3,000 227.49 Tracy R. Wolstencroft October 3, 2007 5,000 227.41 Dean C. Backer October 4, 2007 1,000 227.37 Milton R. Berlinski October 5, 2007 10,000 227.30 Michael J. Carr October 5, 2007 10,000 228.11 Jeffrey B. Goldenberg October 5, 2007 5,000 227.17 Ivan Ross October 5, 2007 120 226.09 C. Howard Wietschner October 5, 2007 100 227.72 Linnea K. Conrad October 8, 2007 1,000 228.61 Diego De Giorgi October 8, 2007 1,262 228.25 Abby Joseph Cohen October 9, 2007 1,000 232.43 Abby Joseph Cohen October 9, 2007 2,000 233.65 John S. Daly October 9, 2007 2,000 236.99 Michael J. Graziano October 9, 2007 3,000 235.10 Robert D. Henderson October 9, 2007 12,532 237.35 George C. Liberopoulos October 9, 2007 4,451 233.14 Theodore T. Wang October 9, 2007 500 237.30 Nicholas H. Weber October 9, 2007 9,176 236.96 C. Howard Wietschner October 9, 2007 100 236.63 Peter H. Comisar October 10, 2007 469 236.91 Enrico S. Gaglioti October 10, 2007 1,750 237.00 James R. Garman October 10, 2007 532 237.11 David J. Greenwald October 10, 2007 2,500 235.90 Ravi Sinha October 11, 2007 954 236.37 Kendrick R. Wilson III October 11, 2007 10,000 232.85 C. Howard Wietschner October 12, 2007 100 233.69 C. Howard Wietschner October 17, 2007 100 228.18 Philip Holzer October 18, 2007 239 225.50 Philip Holzer October 18, 2007 489 225.45 Bernard A. Mensah October 18, 2007 500 225.32 Bernard A. Mensah October 18, 2007 500 225.33 Michael S. Sherwood October 18, 2007 75,000 227.07 Robert Litterman October 19, 2007 6,866 221.29 Robert Litterman October 19, 2007 59,500 223.78 Ellen R. Porges October 19, 2007 2 225.87 Alexander C. Dibelius October 23, 2007 5,000 223.63 George C. Liberopoulos October 23, 2007 2,271 225.00 Peter C. Aberg October 24, 2007 1,496 219.89 Enrico S. Gaglioti October 24, 2007 1,500 225.00 George C. Liberopoulos October 24, 2007 2,661 225.00 Tracy R. Wolstencroft October 24, 2007 5,000 225.00 Peter C. Aberg October 25, 2007 828 224.82 Abby Joseph Cohen October 25, 2007 500 227.68
-20-
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $) - -------------- ---------- ---------------- ---------------------- George C. Liberopoulos October 25, 2007 500 224.95 Abby Joseph Cohen October 26, 2007 1,000 231.75 Abby Joseph Cohen October 26, 2007 1,240 230.51 Abby Joseph Cohen October 26, 2007 2,000 231.01 Abby Joseph Cohen October 26, 2007 2,000 231.79 Diego De Giorgi October 26, 2007 603 231.52 Jean A. De Pourtales October 26, 2007 100 230.50 Jean A. De Pourtales October 26, 2007 100 230.54 Jean A. De Pourtales October 26, 2007 100 230.64 Jean A. De Pourtales October 26, 2007 100 230.66 Jean A. De Pourtales October 26, 2007 300 230.48 Jean A. De Pourtales October 26, 2007 300 230.63 Jean A. De Pourtales October 26, 2007 500 230.53 Jean A. De Pourtales October 26, 2007 800 230.57 Jean A. De Pourtales October 26, 2007 800 230.58 Jean A. De Pourtales October 26, 2007 900 230.52 Jean A. De Pourtales October 26, 2007 1,000 230.47 Jean A. De Pourtales October 26, 2007 1,000 230.51 Matthew T. Fremont-Smith October 26, 2007 4,300 230.44 Enrico S. Gaglioti October 26, 2007 3,737 233.52 Melina E. Higgins October 26, 2007 2,192 235.86 George C. Liberopoulos October 26, 2007 2,758 230.95 Gregory K. Palm October 26, 2007 50,000 231.77 David A. Viniar October 26, 2007 20,000 234.61 Karen R. Cook October 29, 2007 5,484 240.06 Karen R. Cook October 29, 2007 17,825 239.89
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 TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $) - -------------- ---------- ---------------- ---------------------- Robert R. Gheewalla September 25, 2007 122 213.20 Peter H. Comisar September 27, 2007 163 216.15 Robert R. Gheewalla September 27, 2007 81 216.66 Robert R. Gheewalla October 1, 2007 120 222.98 Marc O. Nachmann October 3, 2007 156 226.25 Paula B. Madoff October 3, 2007 1,002 227.32 Peter Hollmann October 5, 2007 9 227.21 Andrew J. Jonas October 9, 2007 134 228.22 HJS2 Limited October 26, 2007 2,715 232.42
The following purchases and 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:
NUMBER OF PRICE PER SHARE COVERED PERSON PURCHASE OR SALE TRADE DATE SHARES (IN $) - -------------- ---------------- ---------- ------ ------ Laura C. Conigliaro Sale September 21, 2007 364 207.53 Timothy J. O'Neill Purchase September 21, 2007 145 205.89 Jeffrey B. Goldenberg* Sale October 12, 2007 200 232.68 Gene T. Sykes Sale October 25, 2007 5,000 228.12 Gene T. Sykes Sale October 26, 2007 5,000 235.23
- ---------- * This was a sale of Shared Ownership Shares. -21- 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:
NUMBER STRIKE SALES NUMBER NUMBER OF PRICE PRICE OF SHARES OF SHARES COVERED PERSON DATE OF EXERCISE OPTIONS (IN $) (IN $) SOLD RETAINED -------------- ---------------- ------- ------ ------ ---- -------- Dean C. Backer September 21, 2007 7,438 53.00 205.51 7,438 0 Peter H. Comisar September 21, 2007 395 78.87 205.56 395 0 Peter H. Comisar September 21, 2007 2,436 82.875 205.56 2,436 0 Peter H. Comisar September 21, 2007 2,860 53.00 205.56 2,860 0 Peter H. Comisar September 21, 2007 3,066 91.61 205.56 3,066 0 Peter H. Comisar September 21, 2007 243 78.87 205.56 163 80 Laura C. Conigliaro September 21, 2007 6,500 82.875 205.82 6,500 0 Isabelle Ealet September 21, 2007 10,000 53.00 205.53 10,000 0 Steven M. Feldman September 21, 2007 5,018 82.875 205.27 5,018 0 Gregory D. Lee September 21, 2007 7,089 82.875 206.47 7,089 0 Gwen R. Libstag September 21, 2007 25,000 53.00 208.14 25,000 0 Robert A. McTamaney September 21, 2007 1,079 82.875 206.01 1,079 0 Robert A. McTamaney September 21, 2007 23,712 78.87 205.39 23,712 0 Robert A. McTamaney September 21, 2007 28,391 91.61 205.45 28,391 0 Robert A. McTamaney September 21, 2007 37,842 96.08 205.37 37,842 0 Robert A. McTamaney* September 21, 2007 8,356 82.875 207.61 0 8,356 David M. Solomon* September 21, 2007 5,263 82.875 207.61 0 5,263 David M. Solomon September 21, 2007 59,297 82.875 205.86 59,297 0 Christoph W. Stanger September 21, 2007 3,000 53.00 209.00 3,000 0 John J. Vaske September 21, 2007 5,000 91.61 205.72 5,000 0 Stuart N. Bernstein September 24, 2007 1,000 53.00 213.14 1,000 0 Frank L. Coulson Jr. September 24, 2007 23,712 78.87 213.10 23,712 0 Isabelle Ealet September 24, 2007 2,500 53.00 212.10 2,500 0 Robert R. Gheewalla September 24, 2007 1,500 91.61 213.17 1,500 0 Peter Hollmann September 24, 2007 1,523 82.875 213.00 1,523 0 George N. Mattson September 24, 2007 2,674 82.875 212.15 2,674 0 George N. Mattson September 24, 2007 915 82.875 212.08 594 321 Jean Raby September 24, 2007 1,000 53.00 212.98 1,000 0 Jean Raby* September 24, 2007 1,000 53.00 212.13 0 1,000 Jean Raby* September 24, 2007 10,000 53.00 212.13 0 10,000 Jeffrey S. Sloan September 24, 2007 4,000 91.61 213.67 4,000 0 Peter Hollmann September 25, 2007 1,000 82.875 211.00 1,000 0 Peter Hollmann September 25, 2007 1,000 82.875 212.00 681 319 Andrew J. Kaiser September 25, 2007 639 91.61 210.67 639 0 Gregg R. Lemkau September 25, 2007 5,000 91.61 211.28 5,000 0 Jeffrey M. Moslow September 25, 2007 5,000 82.875 211.88 5,000 0 Dioscoro-Roy I. Ramos September 25, 2007 3,237 78.87 211.00 3,237 0 Dioscoro-Roy I. Ramos September 25, 2007 5,124 91.61 211.00 5,124 0 Dioscoro-Roy I. Ramos September 25, 2007 6,567 82.875 211.00 6,567 0 Dioscoro-Roy I. Ramos September 25, 2007 36,003 53.00 210.84 36,003 0 Daisuke Toki September 25, 2007 2,000 53.00 209.07 2,000 0 Elizabeth E. Beshel September 26, 2007 500 91.61 214.06 500 0 Isabelle Ealet September 26, 2007 2,500 53.00 213.70 2,500 0 Peter Hollmann September 26, 2007 1,000 82.875 214.90 1,000 0 Peter Hollmann September 26, 2007 1,000 82.875 213.00 1,000 0 Peter Hollmann September 26, 2007 1,000 91.61 211.42 1,000 0 Jeffrey M. Moslow September 26, 2007 784 82.875 214.00 784 0 Edward M. Siskind September 26, 2007 25,746 53.00 215.00 25,746 0
-22-
NUMBER STRIKE SALES NUMBER NUMBER OF PRICE PRICE OF SHARES OF SHARES COVERED PERSON DATE OF EXERCISE OPTIONS (IN $) (IN $) SOLD RETAINED -------------- ---------------- ------- ------ ------ ---- -------- Edward M. Siskind September 26, 2007 37,092 53.00 215.00 37,092 0 Frank L. Coulson Jr. September 27, 2007 10,000 82.875 216.84 10,000 0 Isabelle Ealet September 27, 2007 905 53.00 216.21 905 0 Isabelle Ealet September 27, 2007 4,000 53.00 215.24 4,000 0 Robert R. Gheewalla September 27, 2007 966 91.61 216.56 966 0 Kendrick R. Wilson III September 27, 2007 51,690 82.875 215.42 51,690 0 Peter C. Enns September 28, 2007 2,812 53.00 217.67 2,812 0 Peter Hollmann September 28, 2007 1,494 91.61 215.46 1,044 450 Jeffrey S. Sloan September 28, 2007 1,365 91.61 216.99 923 442 John J. Vaske September 28, 2007 2,744 91.61 216.21 2,744 0 Stuart N. Bernstein October 1, 2007 1,000 53.00 222.82 1,000 0 Frank L. Coulson Jr. October 1, 2007 3,000 82.875 223.04 3,000 0 Frank L. Coulson Jr. October 1, 2007 4,947 82.875 220.37 4,947 0 Frank L. Coulson Jr. October 1, 2007 10,000 82.875 218.05 10,000 0 Matthew T. Fremont-Smith October 1, 2007 7,092 53.00 222.10 7,092 0 Robert R. Gheewalla October 1, 2007 1,300 78.87 222.56 1,300 0 Peter Hollmann October 1, 2007 1,000 91.61 218.50 1,000 0 Peter Hollmann October 1, 2007 1,000 91.61 219.50 1,000 0 Gwen R. Libstag October 1, 2007 10,000 53.00 222.00 10,000 0 Jeffrey M. Moslow October 1, 2007 1,000 82.875 223.05 1,000 0 Jean Raby October 1, 2007 1,000 53.00 220.54 1,000 0 W. Thomas York, Jr. October 1, 2007 2,000 53.00 220.23 2,000 0 Frank L. Coulson Jr. October 2, 2007 2,000 82.875 226.82 2,000 0 Isabelle Ealet October 2, 2007 10,000 53.00 227.59 10,000 0 George C. Liberopoulos October 2, 2007 11,293 53.00 225.00 11,293 0 Jeffrey M. Moslow October 2, 2007 1,000 82.875 225.05 1,000 0 Jeffrey M. Moslow October 2, 2007 1,000 82.875 227.63 1,000 0 Jean Raby October 2, 2007 1,000 53.00 226.32 1,000 0 Elizabeth E. Beshel October 3, 2007 844 91.61 228.48 844 0 Isabelle Ealet October 3, 2007 10,000 53.00 226.28 10,000 0 Isabelle Ealet October 3, 2007 10,000 53.00 227.56 10,000 0 Kenneth M. Eberts III October 3, 2007 11,784 82.875 229.64 11,784 0 Lorenzo Grabau October 3, 2007 10,221 53.00 226.29 10,221 0 Peter S. Kraus October 3, 2007 54,351 82.875 226.68 54,351 0 Gwen R. Libstag October 3, 2007 10,000 53.00 230.00 10,000 0 Paula B. Madoff October 3, 2007 12,180 91.61 226.92 12,180 0 Jeffrey M. Moslow October 3, 2007 1,000 82.875 229.05 1,000 0 Marc O. Nachmann October 3, 2007 1,740 78.87 226.25 1,740 0 W. Thomas York, Jr. October 3, 2007 1,000 53.00 228.51 1,000 0 Edith W. Cooper October 5, 2007 10,000 78.87 228.48 10,000 0 John J. Vaske October 5, 2007 2,500 91.61 226.38 2,500 0 Stuart N. Bernstein October 8, 2007 1,000 53.00 227.63 1,000 0 Stuart N. Bernstein October 8, 2007 1,000 53.00 227.38 1,000 0 Daisuke Toki October 8, 2007 2,000 53.00 228.05 2,000 0 Stuart N. Bernstein October 9, 2007 1,000 53.00 234.60 1,000 0 Laura C. Conigliaro October 9, 2007 3,600 82.875 236.91 3,600 0 Frank L. Coulson Jr. October 9, 2007 2,000 82.875 235.09 2,000 0 John S. Daly October 9, 2007 2,000 53.00 236.54 2,000 0 Andrew J. Jonas October 9, 2007 6,567 82.875 228.21 6,567 0 Gwen R. Libstag October 9, 2007 5,000 53.00 235.01 5,000 0 Gwen R. Libstag October 9, 2007 10,000 53.00 230.00 10,000 0
-23-
NUMBER STRIKE SALES NUMBER NUMBER OF PRICE PRICE OF SHARES OF SHARES COVERED PERSON DATE OF EXERCISE OPTIONS (IN $) (IN $) SOLD RETAINED -------------- ---------------- ------- ------ ------ ---- -------- Jeffrey M. Moslow October 9, 2007 2,000 82.875 238.08 2,000 0 Shahriar Tadjbakhsh October 9, 2007 12,000 53.00 235.03 12,000 0 Nicholas H. Weber October 9, 2007 2,001 82.875 237.34 2,001 0 Nicholas H. Weber October 9, 2007 5,844 78.87 237.80 5,844 0 Stuart N. Bernstein October 10, 2007 1,000 53.00 237.28 1,000 0 Melissa R. Brown October 10, 2007 900 53.00 237.11 900 0 Melissa R. Brown October 10, 2007 1,000 53.00 235.84 1,000 0 Peter H. Comisar October 10, 2007 4,000 53.00 237.25 4,000 0 Randolph L. Cowen October 10, 2007 27,582 82.875 236.89 27,582 0 Isabelle Ealet October 10, 2007 1,159 82.875 236.19 1,159 0 W. Thomas York, Jr. October 10, 2007 2,000 53.00 236.88 2,000 0 Richard M. Campbell-Breeden October 11, 2007 10,000 53.00 236.09 10,000 0 Michael G. De Lathauwer October 11, 2007 2,500 53.00 238.25 2,500 0 Isabelle Ealet October 11, 2007 2,965 91.61 238.49 2,965 0 Peter H. Comisar October 15, 2007 4,800 53.00 228.02 4,800 0 Isabelle Ealet October 15, 2007 900 53.00 233.25 491 409 Harvey M. Schwartz October 18, 2007 2,000 53.00 226.01 2,000 0 W. Thomas York, Jr. October 18, 2007 2,000 53.00 226.46 2,000 0 Robert Litterman October 19, 2007 14,295 78.87 225.97 14,295 0 Robert Litterman October 19, 2007 33,873 96.08 226.10 33,873 0 Robert Litterman October 19, 2007 34,607 91.61 226.13 34,607 0 Robert Litterman October 19, 2007 37,782 82.875 226.09 37,782 0 Ellen R. Porges October 19, 2007 1,275 91.61 225.40 1,275 0 Ellen R. Porges October 19, 2007 475 91.61 225.70 329 146 Keith L. Hayes October 22, 2007 11,599 53.00 222.77 11,599 0 Ellen R. Porges October 22, 2007 1,251 91.61 222.47 1,251 0 Ellen R. Porges October 22, 2007 443 91.61 222.49 308 135 Daisuke Toki October 23, 2007 2,000 53.00 223.63 2,000 0 Jean Raby October 25, 2007 1,000 53.00 228.30 1,000 0 Stuart N. Bernstein October 26, 2007 724 53.00 233.37 724 0 Stuart N. Bernstein October 26, 2007 1,000 53.00 231.55 1,000 0 Frank L. Coulson Jr. October 26, 2007 3,000 82.875 235.16 3,000 0 George C. Liberopoulos October 26, 2007 2,328 82.875 230.95 2,328 0 George C. Liberopoulos October 26, 2007 3,024 91.61 230.95 3,024 0 George C. Liberopoulos October 26, 2007 3,525 78.87 230.95 3,525 0 Hsueh J. Sung October 26, 2007 5,984 78.87 231.14 5,984 0 Hsueh J. Sung October 26, 2007 15,146 91.61 230.98 15,146 0 John J. Vaske October 26, 2007 1,390 91.61 230.65 1,390 0 William M. Wicker October 26, 2007 9,225 78.87 234.88 9,225 0 W. Thomas York, Jr. October 26, 2007 2,000 53.00 230.95 2,000 0 W. Thomas York, Jr. October 26, 2007 2,000 53.00 230.29 2,000 0
- ---------- * This transaction was a cash-for-stock exercise, not a cashless exercise, and did not involve the sale of stock. -24- The following charitable contributions and other transfers of shares in transactions for which no consideration was received were made by the following Covered Persons:
ACQUISITION OR COVERED PERSON TRANSFER DATE NUMBER OF SHARES DISPOSITION - -------------- ------------- ---------------- ----------- C. Howard Wietschner September 21, 2007 120 Disposition Jason H. Ekaireb September 24, 2007 2,260 Disposition John A. Sebastian September 24, 2007 95 Disposition Kevin W. Kennedy September 24, 2007 16,000 Disposition Sanaz Zaimi September 24, 2007 10,349 Disposition Ivan Ross September 27, 2007 73 Disposition Peter S. Kraus September 27, 2007 695 Disposition Robert C. King Jr. September 27, 2007 1,855 Disposition Theodore T. Sotir September 27, 2007 24 Disposition Ravi Sinha September 28, 2007 46 Disposition Stuart N. Bernstein September 28, 2007 47 Disposition Stuart N. Bernstein October 1, 2007 50 Disposition Linnea K. Conrad October 2, 2007 75 Disposition Stuart N. Bernstein October 3, 2007 100 Disposition Timothy J. O'Neill October 4, 2007 9,150 Disposition Edward C. Forst October 10, 2007 8,440 Disposition C. Howard Wietschner October 15, 2007 100 Disposition Andrew A. Chisholm October 17, 2007 15,000 Disposition Peter H. Comisar October 22, 2007 524 Disposition C. Howard Wietschner October 24, 2007 100 Disposition Robert C. King Jr. October 24, 2007 114 Disposition Paul D. Bernard October 25, 2007 2,214 Disposition
-25- ANNEX F ITEM 6. DESCRIPTION OF POSITIONS IN DERIVATIVE INSTRUMENTS OF COVERED PERSONS OR REPORTING ENTITIES. The following Covered Persons or Reporting Entities have written American-style standardized call options or purchased American-Style standardized put options on Voting Shares with the following terms:
CALL WRITTEN STRIKE OR PUT NUMBER OF PRICE COVERED PERSON PURCHASED SHARES (IN $) TRANSACTION DATE MATURITY DATE -------------- --------- ------ ------ ---------------- ------------- Jean A. De Pourtales Call Written 5,400 150 May 14, 2007 January 19, 2008 Christopher A. Cole Call Written 10,000 250 May 15, 2007 January 19, 2008 Stephen R. Pierce Call Written 6,000 250 May 15, 2007 January 19, 2008 David M. Ryan* Call Written 30,000 270 June 21, 2007 January 19, 2008 David H. Voon Call Written 1,000 240 July 2, 2007 January 19, 2008 William C. Montgomery Call Written 4,300 220 September 25, 2007 January 19, 2008 Peter K. Tomozawa Call Written 4,500 230 September 27, 2007 January 19, 2008 Jack Levy Call Written 60,000 230 October 1, 2007 April 19, 2008 Christopher A. Cole Call Written 5,000 300 October 9, 2007 January 17, 2008 Ransom 2004 Settlement Call Written 2,600 240 October 16, 2007 January 19, 2008 Ransom 2004 Settlement Call Written 2,600 250 October 16, 2007 January 19, 2008 Jeffrey M. Moslow Call Written 3,300 240 October 25, 2007 January 19, 2008 Michael J. Carr Call Written 11,000 250 October 25, 2007 April 19, 2008 C. Howard Wietschner Call Written 2,100 230 October 26, 2007 December 22, 2007 C. Howard Wietschner Call Written 400 240 October 26, 2007 December 22, 2007 Tracy R. Wolstencroft Call Written 50,000 300 October 26, 2007 April 19, 2008
- ---------- * This option is held through an entity. -26- SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 13, 2007 By: /s/ Beverly L. O'Toole ------------------------------ Name: Beverly L. O'Toole Title: Attorney-in-Fact -27- 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. 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)). F. 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)). G. 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)). H. 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)). I. 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)). J. 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.). K. 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.). L. 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)). M. 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.).
-28-
Exhibit Description - ------- ----------- N. 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)).
-29- -----END PRIVACY-ENHANCED MESSAGE-----