-----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, AxRXWxySEFvLLY1GKfn3RE1Aj/nj5LIvGgWjHobOf4Fb+SiQFCpisKEtjzJfp/On RnkchrzfF9jpieMPYwLAjQ== 0000950123-08-011856.txt : 20081001 0000950123-08-011856.hdr.sgml : 20081001 20081001163846 ACCESSION NUMBER: 0000950123-08-011856 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081001 DATE AS OF CHANGE: 20081001 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: 081100368 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 FORMER COMPANY: FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/ DATE OF NAME CHANGE: 20010104 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 FORMER COMPANY: FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/ DATE OF NAME CHANGE: 20010104 SC 13D/A 1 y71589sc13dza.txt AMENDMENT NO. 70 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 File No. 005-56295 ---------- SCHEDULE 13D/A (Rule 13d-101) Amendment No. 70 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) September 19, 2008 (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) 13D - --------------------- CUSIP NO. 38141G 10 4 - --------------------- - --------------------------------------------------------------------------------------------------- 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 8. SHARED VOTING POWER (See Item 6) (Applies to each person SHARES listed on Appendix A.) BENEFICIALLY OWNED BY 19,578,313 Voting Shares(2) held by Covered Persons EACH 3,660 Shared Ownership Shares held by Covered Persons(3) REPORTING 8,504,355 Sixty Day Shares held by Covered Persons(4) PERSON 2,773,515 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 30,859,843 - --------------------------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - --------------------------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.65% - --------------------------------------------------------------------------------------------------- 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) 557,095 shares of Common Stock held by 28 private charitable foundations established by 27 Covered Persons; (ii) 1,553,773 shares of Common Stock held by certain family members of Covered Persons and by certain estate planning entities established by Covered Persons; (iii) 661,680 shares of Common Stock held in escrow for the benefit of certain Covered Persons; and (iv) 967 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- Appendix A
ITEM 6 CITIZENSHIP ITEM 1 (UNITED STATES - ------------------------------- UNLESS OTHERWISE NAMES OF REPORTING 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. Boomars The Netherlands Atanas Bostandjiev UK 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 Lik Shuen David Chan Hong Kong Amy L. Chasen R. Martin Chavez Andrew A. Chisholm Canada Jane P. Chwick James B. Clark Abby Joseph Cohen Alan M. Cohen Gary D. Cohn
ITEM 6 CITIZENSHIP ITEM 1 (UNITED STATES - ------------------------------- UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - ------------------------------- ------------------ Christopher A. Cole Peter H. Comisar Laura C. Conigliaro William J. Conley Jr. Thomas G. Connolly Ireland/USA 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 Juan A. Del Rivero Spain Martin R. Devenish UK Salvatore Di Stasi Italy 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 Peter C. Enns Canada James P. Esposito Michael P. Esposito J. Michael Evans Canada Carl Faker France/Lebanon Elizabeth C. Fascitelli
-3-
ITEM 6 CITIZENSHIP ITEM 1 (UNITED STATES - ------------------------------- UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - ------------------------------- ------------------ Douglas L. Feagin Steven M. Feldman Gregg J. Felton Luca D. Ferrari Italy Pierre-Henri Flamand France Timothy B. Flynn Elisabeth Fontenelli Silverio Foresi Italy Colleen A. Foster Orit Freedman Israel Matthew T. Fremont-Smith Christopher G. French UK Richard A. Friedman Enrico S. Gaglioti James R. Garman UK 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 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
ITEM 6 CITIZENSHIP ITEM 1 (UNITED STATES - ------------------------------- UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - ------------------------------- ------------------ 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 Eric S. Lane Jonathan A. Langer 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 Wai Man Kaven Leung Hong Kong Johan Leven Sweden Allan S. Levine Brian T. Levine Jack Levy George C. Liberopoulos Canada/USA Gwen R. Libstag Mitchell J. Lieberman Ryan D. Limaye Anthony W. Ling UK 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
-4-
ITEM 6 CITIZENSHIP ITEM 1 (UNITED STATES - ------------------------------- UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - ------------------------------- ------------------ Charles G. R. Manby UK Simon I. Mansfield UK Robert J. Markwick UK Serge Marquie France Allan S. Marson UK Alison J. Mass Kathy M. Matsui George N. Mattson Theresa E. McCabe 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 William C. Montgomery J. Ronald Morgan III Simon P. Morris UK Thomas C. Morrow Jeffrey M. Moslow Sharmin Mossavar-Rahmani UK Donald R. Mullen Ken N. Murphy Arjun N. Murti Marc O. Nachmann Germany Kenichi Nagasu Japan Jeffrey P. Nedelman Gavin G. O'Connor L. Peter O'Hagan Canada Terence J. O'Neill UK Timothy J. O'Neill Taneki Ono Japan Peter C. Oppenheimer UK Fumiko Ozawa Japan Gregory K. Palm Konstantinos N. Pantazopoulos Greece James R. Paradise UK Sanjay H. Patel India Sheila H. Patel David B. Philip Stephen R. Pierce Kenneth A. Pontarelli Ellen R. Porges Richard H. Powers
ITEM 6 CITIZENSHIP ITEM 1 (UNITED STATES - ------------------------------- UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - ------------------------------- ------------------ 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 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 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
-5-
ITEM 6 CITIZENSHIP ITEM 1 (UNITED STATES - ------------------------------- UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - ------------------------------- ------------------ Marc A. Spilker Christoph W. Stanger Austria Esta E. Stecher Laurence Stein South Africa Chase O. Stevenson Steven H. Strongin Jonathan R. Symonds UK Gene T. Sykes Morgan C. Sze Shahriar Tadjbakhsh Roland W. Tegeder Germany Thomas D. Teles Daisuke Toki Japan Peter K. Tomozawa Massimo Tononi Italy Byron D. Trott Michael A. Troy Donald J. Truesdale Eiji Ueda Japan Kaysie P. Uniacke Lucas van Praag UK Ashok Varadhan John J. Vaske Andrea Vella Italy Jeffrey L. Verschleiser Robin A. Vince UK David A. Viniar Alejandro Vollbrechthausen Mexico David H. Voon Casper W. Von Koskull Finland
ITEM 6 CITIZENSHIP ITEM 1 (UNITED STATES - ------------------------------- UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - ------------------------------- ------------------ John E. Waldron Theodore T. Wang China Alan S. Waxman Nicholas H. Weber John S. Weinberg Gregg S. Weinstein Martin M. Werner Mexico Matthew Westerman UK Elisha Wiesel C. Howard Wietschner Susan A. Willetts Todd A. Williams John S. Willian Andrew F. Wilson New Zealand 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 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 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 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. 70 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. 70 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 bank holding company and a global investment banking, securities and investment management 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. -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 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 -9- 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). 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 and other approved estate planning vehicles will be disregarded for the purposes of determining whether a Covered Person is the sole beneficial owner of shares of Common Stock. TRANSFER RESTRICTIONS Each Covered Person has agreed in the Shareholders' Agreement, among other things, to retain sole beneficial ownership of a number of shares of Common Stock at least equal to 25% of such Covered Person's Covered Shares (as defined below) (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. The Shareholders' Committee has permitted certain Covered Persons to temporarily drop below the 25% retention requirement to allow sales for tax planning purposes. 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 -10- 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, 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 1,788,670 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 -11- 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. LETTER AGREEMENTS On September 28, 2008, each of Lloyd C. Blankfein, Gary D. Cohn, Jon Winkelried and David A. Viniar (each an "Executive") executed a letter agreement with GS Inc. in which the Executive agreed that, with certain exceptions, until the earlier of October 1, 2011 and the date of redemption of all of GS Inc.'s 10% Cumulative Perpetual Preferred Stock, Series G, (i) the Executive will continue to satisfy the Special Transfer Restrictions; and (ii) the Executive, his spouse and any estate planning vehicles will not dispose of more than 10% of the aggregate number of shares of Common Stock they beneficially owned on September 28, 2008. The form of letter agreement is filed as an Exhibit to this Schedule, and the foregoing summary of the letter agreements is qualified in its entirety by reference thereto. -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.). 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)). O. Form of Letter Agreement, dated September 28, 2008, between certain Covered Persons and The Goldman Sachs Group, Inc.
-13- 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 PRESENT LAWS WITHIN THE GOLDMAN SACHS NAME CITIZENSHIP BUSINESS ADDRESS 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
-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 8,504,355 shares of Common Stock are deliverable to Covered Persons upon the exercise of stock options, all of which have vested and are exercisable. This share amount includes the gross number of shares of Common Stock underlying these options, which 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 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:
NUMBER OF PRICE PER COVERED PERSON TRADE DATE SHARES SHARE (IN $) - -------------- ------------------ --------- ------------ Paul D. Bernard July 21, 2008 2,200 182.42 Melissa R. Brown July 21, 2008 880 182.71 Justin G. Gmelich July 21, 2008 5,000 181.83 Melina E. Higgins July 21, 2008 2,000 184.12 Peter K. Tomozawa July 21, 2008 1,300 183.75 Craig W. Broderick July 22, 2008 2,378 185.00 Gerald J. Cardinale July 22, 2008 2,850 185.00 Abby Joseph Cohen July 22, 2008 1,000 184.85 Christopher A. Cole July 22, 2008 2,500 184.41 Christopher A. Cole July 22, 2008 2,500 185.70 Christopher A. Cole July 22, 2008 2,000 187.40 Laura C. Conigliaro July 22, 2008 2,750 184.58 Melina E. Higgins July 22, 2008 11,000 184.40 Kevin W. Kennedy July 22, 2008 10,000 184.36 John J. Lauto July 22, 2008 300 187.69 Peter B. MacDonald July 22, 2008 5,000 180.00 Peter B. MacDonald July 22, 2008 5,000 185.00 Gene Reilly July 22, 2008 1,000 184.99 Peter K. Tomozawa July 22, 2008 500 178.50 Peter K. Tomozawa July 22, 2008 500 179.00 Peter K. Tomozawa July 22, 2008 500 179.50 Peter K. Tomozawa July 22, 2008 500 180.00 Peter K. Tomozawa July 22, 2008 500 180.50 Peter K. Tomozawa July 22, 2008 500 181.00 Peter K. Tomozawa July 22, 2008 500 181.50 Peter K. Tomozawa July 22, 2008 500 182.00 Peter K. Tomozawa July 22, 2008 500 182.50 Peter K. Tomozawa July 22, 2008 500 183.00 Casper W. Von Koskull July 22, 2008 2,846 180.00 C. Howard Wietschner July 22, 2008 300 187.26 Abby Joseph Cohen July 23, 2008 1,000 188.00 Michael G. De Lathauwer July 23, 2008 3,000 188.05 Kathleen G. Elsesser July 23, 2008 1,205 185.52 David B. Heller July 23, 2008 15,000 185.47 Kenneth W. Hitchner July 23, 2008 969 188.84 Andrew J. Jonas July 23, 2008 1,330 187.55 Kevin W. Kennedy July 23, 2008 10,000 187.96 Gene Reilly July 23, 2008 1,000 189.88 Steve M. Scopellite July 23, 2008 1,300 190.00 Peter K. Tomozawa July 23, 2008 500 187.00 Peter K. Tomozawa July 23, 2008 500 187.50 Peter K. Tomozawa July 23, 2008 500 188.00 Lucas van Praag July 23, 2008 1,000 188.00 Westerman 2004 Settlement July 23, 2008 4,000 187.06
-18-
NUMBER OF PRICE PER COVERED PERSON TRADE DATE SHARES SHARE (IN $) - -------------- ------------------ --------- ------------ John A. Ashdown July 24, 2008 3,000 185.99 Johannes M. Boomaars July 24, 2008 300 184.80 Johannes M. Boomaars July 24, 2008 500 184.81 Johannes M. Boomaars July 24, 2008 403 184.82 Johannes M. Boomaars July 24, 2008 370 185.08 Johannes M. Boomaars July 24, 2008 700 185.10 Johannes M. Boomaars July 24, 2008 3,300 185.11 Johannes M. Boomaars July 24, 2008 2,100 185.15 Johannes M. Boomaars July 24, 2008 600 185.18 Brahm S. Cramer July 24, 2008 11,000 181.22 Michael D. Daffey July 24, 2008 5,896 184.32 Jean A. De Pourtales July 24, 2008 5,000 185.00 Jean A. De Pourtales July 24, 2008 5,910 185.99 Gregg R. Lemkau July 24, 2008 1,783 185.52 C, Howard Wietschner July 24, 2008 700 182.56 Tracy R. Wolstencroft July 24, 2008 25,925 184.85 Peter H. Comisar July 25, 2008 183 178.42 Edith W. Cooper July 25, 2008 5,600 178.29 John S. Daly July 25, 2008 5,000 178.69 Celeste A. Guth July 25, 2008 1,000 179.50 Ronald Lee July 25, 2008 3,875 178.13 C. Howard Wietschner August 15, 2008 500 150.00 C. Howard Wietschner August 15, 2008 400 160.00 Dean C. Backer September 17, 2008 8,000 121.88 Milton R. Berlinski September 17, 2008 100,000 102.65 Stuart N. Bernstein September 17, 2008 5,000 101.37 Andrew A. Chisholm September 17, 2008 21,200 120.49 Linnea K. Conrad September 17, 2008 7,000 105.88 Kenneth M. Eberts III September 17, 2008 5,380 116.68 Justin G. Gmelich September 17, 2008 8,500 119.62 Timothy M. Kingston September 17, 2008 1,000 125.00 Jack Levy September 17, 2008 50,974 119.99 Peter B. MacDonald September 17, 2008 7,400 99.79 Peter B. MacDonald September 17, 2008 1,600 99.81 Peter B. MacDonald September 17, 2008 100 99.82 Peter B. MacDonald September 17, 2008 100 99.85 Peter B. MacDonald September 17, 2008 600 99.90 Peter B. MacDonald September 17, 2008 800 99.92 Peter B. MacDonald September 17, 2008 1,300 99.93 Peter B. MacDonald September 17, 2008 400 99.94 Peter B. MacDonald September 17, 2008 400 99.95 Peter B. MacDonald September 17, 2008 100 99.97 Peter B. MacDonald September 17, 2008 323 100.00 Peter B. MacDonald September 17, 2008 1,500 100.01 Peter B. MacDonald September 17, 2008 600 100.03 Peter B. MacDonald September 17, 2008 400 100.04 Peter B. MacDonald September 17, 2008 400 100.05 Peter B. MacDonald September 17, 2008 500 100.06 Peter B. MacDonald September 17, 2008 500 100.07 Peter B. MacDonald September 17, 2008 1,100 100.10 Peter B. MacDonald September 17, 2008 200 100.11 Alison J. Mass September 17, 2008 8,973 100.48 Masanori Mochida September 17, 2008 500,000 111.44 Philip J. Moffitt September 17, 2008 7,809 102.68
-19-
NUMBER OF PRICE PER COVERED PERSON TRADE DATE SHARES SHARE (IN $) - -------------- ------------------ --------- ------------ Arjun N. Murti September 17, 2008 2,500 105.08 Arjun N. Murti September 17, 2008 2,500 106.63 Stephen R. Pierce September 17, 2008 35,708 100.27 Jeffrey A. Resnick September 17, 2008 3,500 122.17 Jeffrey A. Resnick September 17, 2008 200 122.18 Jeffrey A. Resnick September 17, 2008 400 122.22 Jeffrey A. Resnick September 17, 2008 100 122.27 Jeffrey A. Resnick September 17, 2008 100 122.28 Jeffrey A. Resnick September 17, 2008 700 122.29 Jeffrey A. Resnick September 17, 2008 4,000 125.00 Stephen M. Scherr September 17, 2008 1,541 100.23 Howard B. Schiller September 17, 2008 20,000 107.14 Shahriar Tadjbakhsh September 17, 2008 4,000 112.00 Donald J. Truesdale September 17, 2008 2,500 101.16 Alejandro Vollbrechthausen September 17, 2008 4,056 121.37 John E. Waldron September 17, 2008 9,895 100.69 C. Howard Wietschner September 17, 2008 300 106.39 C. Howard Wietschner September 17, 2008 200 110.35 C. Howard Wietschner September 17, 2008 100 110.36 C. Howard Wietschner September 17, 2008 200 112.96 C. Howard Wietschner September 17, 2008 300 113.60 C. Howard Wietschner September 17, 2008 1,600 116.32 C. Howard Wietschner September 17, 2008 200 117.20 C. Howard Wietschner September 17, 2008 100 117.21 C. Howard Wietschner September 17, 2008 100 120.28 C. Howard Wietschner September 17, 2008 150 120.35 John S. Willian September 17, 2008 7,100 119.99 Milton R. Berlinski September 18, 2008 75,000 90.64 Thomas W. Cornacchia September 18, 2008 10,000 111.41 Peter C. Enns September 18, 2008 4,000 101.30 Jeffrey B. Goldenberg September 18, 2008 30,000 105.00 Peter Gross September 18, 2008 4,000 102.27 Keith L. Hayes September 18, 2008 2,300 105.00 Kenneth W. Hitchner September 18, 2008 3,677 114.81 Simon N. Holden September 18, 2008 600 111.89 Simon N. Holden September 18, 2008 200 111.90 Simon N. Holden September 18, 2008 100 111.91 Simon N. Holden September 18, 2008 100 111.92 Simon N. Holden September 18, 2008 200 111.94 Simon N. Holden September 18, 2008 107 111.96 Simon N. Holden September 18, 2008 783 111.98 Simon N. Holden September 18, 2008 100 112.00 Antigone Loudiadis September 18, 2008 11,663 89.76 Antigone Loudiadis September 18, 2008 32,425 89.93 Peter J. Lyon September 18, 2008 3,461 104.73 Clare R. Scherrer September 18, 2008 3,850 107.37 Howard B. Schiller September 18, 2008 20,000 104.67 Steve M. Scopellite September 18, 2008 10,000 109.77 Roland W. Tegeder September 18, 2008 10,527 105.00 Donald J. Truesdale September 18, 2008 6,331 88.85 Michael J. Carr September 19, 2008 7,700 126.86 Henry Cornell September 19, 2008 50,000 130.00 Matthew H. Cyzer September 19, 2008 5,000 138.78 Richard A. Friedman September 19, 2008 100,000 138.49
-20-
NUMBER OF PRICE PER COVERED PERSON TRADE DATE SHARES SHARE (IN $) - -------------- ------------------ --------- ------------ Rumiko Hasegawa September 19, 2008 1,500 144.90 Brian T. Levine September 19, 2008 2,397 144.90 Jack Levy September 19, 2008 16,550 131.83 Jack Levy September 19, 2008 13,450 131.94 Victor M. Lopez-Balboa September 19, 2008 10,000 131.17 Peter C. Oppenheimer September 19, 2008 1,271 135.00 Peter C. Oppenheimer September 19, 2008 2,000 139.00 Richard H. Powers September 19, 2008 4,324 133.02 Ivan Ross September 19, 2008 100 130.26 Steve M. Scopellite September 19, 2008 2,000 135.00 William J. Young September 19, 2008 15,250 131.84
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:
NUMBER OF PRICE PER COVERED PERSON TRADE DATE SHARES SHARE (IN $) - -------------- ------------------ --------- ------------ David H. Voon July 22, 2008 200 181.51 Craig W. Broderick July 23, 2008 572 186.92 C. Howard Wietschner July 23, 2008 2 185.84 David H. Voon July 25, 2008 35 178.24 C. Howard Wietschner July 25, 2008 78 178.89 John S. Daly September 17, 2008 543 120.19 Elizabeth C. Fascitelli September 17, 2008 45,500 110.02 Richard A. Friedman September 17, 2008 75,000 101.75 Richard A. Friedman September 17, 2008 150,000 101.88 Gary T. Giglio September 17, 2008 1,000 103.22 Terence J. O'Neill September 17, 2008 20,000 102.63 Terence J. O'Neill September 17, 2008 47,700 106.15 Mark F. Dehnert September 18, 2008 100 105.00 Richard A. Friedman September 18, 2008 25,000 99.79 Terence J. O'Neill September 18, 2008 32,000 94.21 John S. Daly September 19, 2008 162 124.49 David M. Solomon September 19, 2008 1,301 136.92 Robin A. Vince September 19, 2008 253 144.90
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 or through one or more subsidiaries of GS Inc. for cash on the New York Stock Exchange:
PURCHASE OR NUMBER OF PRICE PER COVERED PERSON SALE TRADE DATE SHARES SHARE (IN $) - -------------- ----------- ------------------ --------- ------------ Matthew C. Westerman Sale July 23, 2008 2,436 187.07 Wassim G. Younan Sale July 24, 2008 5,000 182.73 Milton R. Berlinski Sale September 17, 2008 1,000 119.68 Gene T. Sykes Sale September 18, 2008 25,000 115.93 Laura C. Conigliaro Sale September 19, 2008 594 129.01
-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:
STRIKE SALES NUMBER OF NUMBER OF NUMBER OF PRICE PRICE SHARES SHARES COVERED PERSON DATE OF EXERCISE OPTIONS (IN $) (IN $) SOLD RETAINED - -------------- ---------------- --------- ------ ------ --------- --------- David H. Voon July 22, 2008 2,706 78.87 180.20 2,706 0 Craig W. Broderick July 23, 2008 7,704 91.61 185.66 7,704 0 Frank L. Coulson, Jr. July 23, 2008 5,000 91.61 187.84 5,000 0 Frank L. Coulson, Jr. July 23, 2008 5,000 91.61 187.91 5,000 0 Edith A. Hunt July 23, 2008 4,000 53 186.82 4,000 0 Mitchell J. Lieberman July 23, 2008 5,000 53 185.72 5,000 0 Mitchell J. Lieberman July 23, 2008 5,000 53 188.11 5,000 0 John F.W. Rogers July 23, 2008 10,000 53 187.34 10,000 0 C. Howard Wietschner July 23, 2008 1,000 78.87 186.61 677 323 C. Howard Wietschner July 23, 2008 1,550 82.875 186.61 1,067 483 C. Howard Wietschner July 23, 2008 840 78.87 188.00 567 273 C. Howard Wietschner July 23, 2008 850 78.87 189.62 572 278 Christopher A. Cole July 24, 2008 5,000 82.875 185.58 5,000 0 C. Howard Wietschner July 24, 2008 1,500 91.61 179.84 1,087 413 C. Howard Wietschner July 24, 2008 1,950 91.61 184.04 1,402 548 C. Howard Wietschner July 24, 2008 1,504 78.87 184.47 1,022 482 C. Howard Wietschner July 24, 2008 240 91.61 184.75 173 67 Johannes M. Boomaars July 25, 2008 5,578 53 179.90 5,578 0 Peter H. Comisar July 25, 2008 2,436 82.875 179.90 2,436 0 Douglas L. Feagin July 25, 2008 1,500 53 177.72 1,500 0 Jonathan A. Langer July 25, 2008 2,674 91.61 178.11 2,674 0 Jonathan A. Langer July 25, 2008 2,030 91.61 178.24 1,477 553 Jonathan A. Langer July 25, 2008 2,463 78.87 178.27 2,463 0 David M. Ryan July 25, 2008 4,107 78.87 179.90 4,107 0 David M. Ryan July 25, 2008 5,124 91.61 179.90 5,124 0 C. Howard Wietschner July 25, 2008 1,025 91.61 179.00 1,025 0 C. Howard Wietschner July 25, 2008 375 91.61 179.01 273 102 C. Howard Wietschner July 25, 2008 1,100 91.61 179.42 1,100 0 John S. Daly Sept. 17, 2008 10,479 82.875 119.66 10,479 0 Alejandro Vollbrechthausen Sept. 17, 2008 9,888 96.08 121.56 9,888 0 Alejandro Vollbrechthausen Sept. 17, 2008 7,533 78.87 121.67 7,533 0 Isabelle Ealet Sept. 18, 2008 3,712 78.87 105.02 3,170 542 Isabelle Ealet Sept. 18, 2008 15,000 91.61 113.00 13,335 1,665 Isabelle Ealet Sept. 18, 2008 13,535 82.875 115.00 11,313 2,222 Edith A. Hunt Sept. 18, 2008 4,000 53 103.53 4,000 0 C. Howard Wietschner Sept. 18, 2008 350 78.87 114.50 350 0 C. Howard Wietschner Sept. 18, 2008 400 78.87 115.00 400 0 Todd A. Williams Sept. 18, 2008 13,896 53 111.97 13,896 0 John S. Daly Sept. 19, 2008 7,763 91.61 124.53 7,763 0 Johan Leven* Sept. 19, 2008 9,102 53 133.26 0 0 Robin A. Vince Sept. 19, 2008 3,525 78.87 144.90 3,525 0 Robin A. Vince Sept. 19, 2008 633 82.875 144.90 633 0 Robin A. Vince Sept. 19, 2008 4,914 91.61 144.90 4,914 0 C. Howard Wietschner Sept. 19, 2008 250 91.61 125.00 250 0 C. Howard Wietschner Sept. 19, 2008 250 91.61 127.82 250 0 C. Howard Wietschner Sept. 19, 2008 150 78.87 130.00 150 0
-22-
STRIKE SALES NUMBER OF NUMBER OF NUMBER OF PRICE PRICE SHARES SHARES COVERED PERSON DATE OF EXERCISE OPTIONS (IN $) (IN $) SOLD RETAINED - -------------- ---------------- --------- ------ ------ --------- --------- C. Howard Wietschner Sept. 19, 2008 300 78.87 130.28 300 0 C. Howard Wietschner Sept. 19, 2008 450 78.87 144.90 450 0
* This transaction was a cash-for-stock exercise, not a cashless exercise, and did not involve the sale of stock. As of September 19, 2008, this transaction had not yet settled. The following charitable contributions and other transfers of shares in transactions for which no consideration was received were made by the following Covered Persons:
NUMBER OF ACQUISITION OR COVERED PERSON TRANSFER DATE SHARES DISPOSITION - -------------- --------------- --------- -------------- Esta E. Stecher July 25, 2008 114,985 Disposition Elizabeth E. Beshel August 29, 2008 1,103 Disposition
The Covered Persons listed below participate in the Common Stock fund of The Goldman Sachs Employees' Profit Sharing Retirement Income Plan. These Covered Persons acquired interests in the Common Stock fund representing the number of Other Shares set forth below:
ACQUISITION OR TRANSACTION NUMBER OF PRICE PER COVERED PERSON DISPOSITION DATE SHARES SHARE (IN $) - -------------- --------------- ------------------ --------- ------------ David M. Ryan Acquisition July 25, 2008 1 178.66 Douglas L. Feagin Acquisition September 19, 2008 679 129.80
-23- 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 or purchased American-style standardized call options or put options on Voting Shares with the following terms:
STRIKE INSTRUMENT AND NUMBER OF PRICE COVERED PERSON POSITION SHARES (IN $) TRANSACTION DATE MATURITY DATE - --------------------------- -------------- --------- ------ ------------------ ------------------ Susan A. Willetts Call Written 7,400 210 April 22, 2008 October 18, 2008 Christopher A. Cole Call Written 5,000 220 May 13, 2008 January 17, 2009 Christopher A. Cole Call Written 5,000 230 May 13, 2008 January 17, 2009 Christopher A. Cole Call Written 10,000 240 May 13, 2008 January 17, 2009 Christopher A. Cole Call Written 5,000 300 May 13, 2008 January 17, 2009 David J. Greenwald Call Written 1,000 180 May 13, 2008 January 17, 2009 David J. Greenwald Call Written 1,000 190 May 13, 2008 January 17, 2009 Jack Levy Call Written 30,000 210 May 13, 2008 January 17, 2009 Jack Levy Call Written 30,000 220 May 13, 2008 January 17, 2009 Christoph W. Stanger Call Written 1,000 200 June 18, 2008 January 17, 2009 Charlotte P. Ransom Call Written 4,400 200 June 20, 2008 October 18, 2008 David C. Ryan Call Written 1,800 185 June 25, 2008 September 20, 2008 Joseph H. Gleberman Call Written 50,000 200 July 2, 2008 October 18, 2008 Joseph H. Gleberman* Call Written 30,000 200 July 2, 2008 October 18, 2008 Christoph W. Stanger Call Written 600 165 July 3, 2008 January 17, 2009 Gary T. Giglio Call Written 5,000 200 July 9, 2008 October 18, 2008 Eric S. Lane Call Written 2,000 180 July 15, 2008 September 20, 2008 Craig W. Broderick Call Written 10,000 190 July 17, 2008 October 18, 2008 Mark F. Dehnert Call Written 11,900 200 July 17, 2008 October 18, 2008 William L. Jacob III Call Written 5,000 200 July 17, 2008 October 18, 2008 W. Thomas York, Jr. Call Written 2,000 200 July 17, 2008 October 18, 2008 Joseph Ravitch Call Written 2,800 190 July 18, 2008 October 18, 2008 Joseph Ravitch Call Written 2,800 195 July 18, 2008 October 18, 2008 Paul D. Bernard Call Written 10,000 200 July 21, 2008 October 18, 2008 Richard M. Campbell-Breeden Call Written 16,800 195 July 21, 2008 October 18, 2008 Milton R. Berlinski Call Written 6,000 190 July 22, 2008 September 20, 2008 Milton R. Berlinski Call Written 14,000 210 July 22, 2008 October 18, 2008 Henry Cornell Call Written 50,000 200 July 22, 2008 October 18, 2008 Edward M. Siskind Call Written 29,000 190 July 22, 2008 October 18, 2008 Stephen D. Daniel Call Written 2,200 200 July 23, 2008 September 20, 2008 W. Thomas York, Jr. Call Written 2,000 210 July 23, 2008 October 18, 2008 John A. Ashdown Call Written 6,000 200 July 24, 2008 October 18, 2008 David J. Greenwald Call Written 3,000 200 July 24, 2008 January 17, 2009 William L. Jacob III Call Written 5,000 195 July 24, 2008 October 18, 2008 Celeste A. Guth Call Written 5,000 200 July 25, 2008 September 20, 2008 Maykin Ho Call Written 8,500 200 July 25, 2008 September 20, 2008 Byron D. Trott Call Written 25,000 190 July 25, 2008 September 20, 2008 Byron D. Trott Call Written 25,000 195 July 25, 2008 October 18, 2008 C. Howard Wietschner Call Written 100 100 September 17, 2008 October 18, 2008 Simon Dingemans Call Purchased 7,700 110 September 18, 2008 April 18, 2009 Gary T. Giglio Put Written 2,000 80 September 18, 2008 January 16, 2010 Clare R. Scherrer Call Written 3,000 90 September 18, 2008 January 17, 2009 Theresa E. McCabe Call Written 15,000 140 September 19, 2008 January 17, 2009
* This transaction was conducted through an estate planning entity and relates to Other Shares. -24- SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 1, 2008 By: /s/ Beverly L. O'Toole ------------------------------------ Name: Beverly L. O'Toole Title: Attorney-in-Fact -25- EXHIBIT INDEX
Exhibit Description - ------- ---------------------------------------------------------------------- A. Registration Rights Instrument, dated as of December 10, 1999 (incorporated by reference to Exhibit G to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)). B. 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.). 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)). O. Form of Letter Agreement, dated September 28, 2008, between certain Covered Persons and The Goldman Sachs Group, Inc.
EX-99.0 2 y71589exv99w0.txt EX-99.0: FORM OF LETTER AGREEMENT Exhibit O Form of Letter Agreement The Goldman Sachs Group, Inc. 85 Broad Street New York, NY 10004 September 28, 2008 Ladies and Gentlemen: I agree with you that until the earlier of (i) October 1, 2011 or (ii) the date of redemption of all the shares of 10% Cumulative Perpetual Preferred Stock, Series G, of The Goldman Sachs Group, Inc. (the "Company"), whether or not I am employed by the Company or its subsidiaries, as follows: 1. I will continue to satisfy, at the 75% level, the Special Transfer Restrictions (as defined in the Amended and Restated Shareholders' Agreement among the Company and the other parties thereto, including me (the "Shareholders Agreement")). 2. In addition, I agree that partnerships, trusts, limited liability companies or other vehicles established in connection with my estate planning, my spouse and I will not sell or otherwise dispose of, in the aggregate, more than 10% of the number of shares of Common Stock that they and I beneficially own, directly or indirectly, in the aggregate, today. 3. Notwithstanding the foregoing, I may give securities to any public charity or to foundations established by me or my family, and those charities and foundations may sell or otherwise dispose of securities they own today or in the future. The number of shares of Common Stock that I may sell or otherwise dispose of under paragraph 2 will not change in the event of any such gift. 4. My obligations under this letter will not apply (i) to the extent a disposition of these securities is required by law, including, without limitation, in connection with government service, in which case such disposed securities will be treated as having not been beneficially owned at any time, (ii) if there is a change in control of the Company, or (iii) upon my death or permanent disability. Very truly yours - ------------------------------------- Accepted and Agreed: THE GOLDMAN SACHS GROUP, INC. By: ---------------------------------- Name: Title: -----END PRIVACY-ENHANCED MESSAGE-----