-----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, EzB21BvpARh8uqcfovj/J7kNYInNtMvxCgkbrn0UbNT0k/dB9+lZiPSmT2t+7xVc WRvrVFxjYaZCj4JYfib0FA== 0000950123-08-015124.txt : 20081113 0000950123-08-015124.hdr.sgml : 20081113 20081112214349 ACCESSION NUMBER: 0000950123-08-015124 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081113 DATE AS OF CHANGE: 20081112 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: 081182531 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 y72575sc13dza.txt AMENDMENT NO. 71 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 File No. 005-56295 ---------- SCHEDULE 13D/A (Rule 13d-101) Amendment No. 71 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, 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) - --------------------- 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 8. SHARED VOTING POWER (See Item 6) (Applies to each person SHARES listed on Appendix A.) BENEFICIALLY 18,670,686 Voting Shares(2) held by Covered Persons OWNED BY 3,660 Shared Ownership Shares held by Covered Persons(3) EACH 18,875,735 Sixty Day Shares held by Covered Persons(4) REPORTING 2,684,672 Other Shares held by Covered Persons(5) PERSON 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 40,234,753 - ------------------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.72% - ------------------------------------------------------------------------------------------ 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) 489,732 shares of Common Stock held by 26 private charitable foundations established by 26 Covered Persons; (ii) 1,596,516 shares of Common Stock held by certain family members of Covered Persons and by certain estate planning entities established by Covered Persons; (iii) 596,817 shares of Common Stock held in escrow for the benefit of certain Covered Persons; and (iv) 1,607 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 (UNITED STATES ITEM 1 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 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 Christopher A. Cole
ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - ----------------------------- ------------------ 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 Douglas L. Feagin
-3-
ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - ----------------------------- ------------------ Steven M. Feldman Gregg J. Felton Luca D. Ferrari Italy Pierre-Henri Flamand France 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 Zu Liu Frederick Hu China Alastair J. Hunt UK/USA
ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - ----------------------------- ------------------ 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 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 Charles G. R. Manby UK Simon I. Mansfield UK Robert J. Markwick UK
-4-
ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - ----------------------------- ------------------ 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 Kevin A. Quinn Jean Raby Canada John J. Rafter Ireland
ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - ----------------------------- ------------------ 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 Marc A. Spilker Christoph W. Stanger Austria Esta E. Stecher
-5-
ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - ----------------------------- ------------------ 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 John E. Waldron Theodore T. Wang China
ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - ----------------------------- ------------------ 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 6 ITEM 1 PLACE OF NAME OF ESTABLISHING NAME OF ENTITY TYPE OF ENTITY 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. 71 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. 71 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 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 1,822,485 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. (incorporated by reference to Exhibit O to Amendment No. 71 to the Initial Schedule 13D, filed October 1, 2008 (File No. 005-56295)).
-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 COMMON STOCK OF STATE LAWS WITHIN THE GOLDMAN NAME CITIZENSHIP BUSINESS ADDRESS PRESENT EMPLOYMENT THE LAST FIVE YEARS SACHS GROUP, INC. ---- ----------- ------------------- ----------------------------- ------------------- ----------------- Steven M. Bunson USA 85 Broad Street Managing Director, None Less than 1% of New York, NY The Goldman Sachs Group, Inc. the outstanding 10004 shares of Common Stock. Michael H. Richardson UK 26 New Street, Partner, None None St. Helier, Jersey, Bedell Cristin JE4 3RA Anthony J. Dessain UK 26 New Street, Partner, None None 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 8,321,203 shares of Common Stock are deliverable to Covered Persons upon the exercise of stock options that have vested and are exercisable. An additional 2,236,564 shares of Common Stock are deliverable to Covered Persons upon the exercise of stock options that are scheduled to become exercisable on or about January 2, 2009. On or about January 2, 2009, 8,317,968 shares of Common Stock will be delivered pursuant to the terms of an equal number of restricted stock units. The share amounts given above include the gross number of shares of Common Stock underlying these options and restricted stock units, 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 the exercise of stock options, a net amount of shares will be actually delivered to the Covered Person, with some shares withheld for tax payments, to fund the option strike price or for other reasons. The net shares delivered to the Covered Person will continue to be included in aggregate number of shares beneficially owned by the Covered Persons. The withheld shares will cease to be beneficially owned by any Covered Person, and will no longer be included in the aggregate number of shares beneficially owned by Covered Persons. Prior to delivery, the shares are included in Sixty Day Shares because the Covered Persons do not have the right to vote the shares. Upon delivery, the shares become Voting Shares. -17- ANNEX E ITEM 5(C). DESCRIPTION OF ALL TRANSACTIONS IN THE COMMON STOCK EFFECTED BY COVERED PERSONS OR REPORTING ENTITIES IN THE PAST 60 DAYS AND NOT PREVIOUSLY REPORTED ON SCHEDULE 13D. The following sales of Voting Shares were made by the following Covered Persons or Reporting Entities through one or more subsidiaries of GS Inc. for cash on the New York Stock Exchange:
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $) - ------------------------ ------------------ ---------------- ---------------------- Gary T. Giglio September 22, 2008 2,000 128.39 Theresa E. McCabe September 22, 2008 18,932 134.67 Peter C. Enns September 23, 2008 3,268 117.39 Stuart N. Bernstein September 25, 2008 1,000 134.71 Andrew A. Chisholm September 25, 2008 9,509 134.71 Gary T. Giglio September 25, 2008 1,000 131.31 David J. Greenwald September 25, 2008 1,000 135.30 Eric S. Lane September 25, 2008 2,000 132.48 Sanjeev K. Mehra September 25, 2008 7,523 134.71 Michael J. Millette September 25, 2008 600 134.01 Jeffrey M. Moslow September 25, 2008 5,000 135.81 Todd A. Williams September 25, 2008 7,424 135.59 Stuart N. Bernstein September 26, 2008 2,000 134.96 Craig W. Broderick September 26, 2008 4,999 132.71 Abby Joseph Cohen September 26, 2008 1,000 135.96 Gary B. Schermerhorn September 26, 2008 14,332 134.43 Steve M. Scopellite September 26, 2008 13,000 136.46 Theodore T. Sotir September 26, 2008 7,841 135.16 Stuart N. Bernstein September 29, 2008 1,000 130.72 Charles W.A. Bott September 29, 2008 5,886 126.94 Charlotte P. Ransom September 29, 2008 5,022 118.03 Tracy R. Wolstencroft September 29, 2008 50,000 126.47 Richard H. Powers September 30, 2008 700 130.00 E. Gerald Corrigan October 1, 2008 10,000 135.17 Frank L. Coulson, Jr. October 1, 2008 7,279 131.33 Matthew H. Cyzer October 1, 2008 6,500 128.88 Gary T. Giglio October 1, 2008 1,000 132.19 Richard H. Powers October 1, 2008 2,300 130.00 Howard B. Schiller October 1, 2008 10,000 133.15 Robert D. Henderson October 2, 2008 2,608 130.98 Peter C. Aberg October 3, 2008 500 136.09 Stuart N. Bernstein October 3, 2008 1,000 137.42 Abby Joseph Cohen October 3, 2008 1,000 138.12 Abby Joseph Cohen October 3, 2008 1,000 138.55 Randolph L. Cowen October 3, 2008 5,000 138.22 Michael G. De Lathauwer October 3, 2008 5,000 140.16 Richard H. Powers October 3, 2008 3,049 140.00 Howard B. Schiller October 3, 2008 10,000 140.00 William J. Young October 3, 2008 5,640 135.33 Sharmin Mossavar-Rahmani October 6, 2008 20,000 119.40 Frank L. Coulson, Jr. October 7, 2008 5,000 120.05 Frank L. Coulson, Jr. October 8, 2008 5,000 120.12 Milton R. Berlinski October 10, 2008 100,000 94.00 Henry Cornell October 10, 2008 90,529 85.00
-18-
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $) - ------------------------ ------------------ ---------------- ---------------------- Henry Cornell October 10, 2008 9,471 85.00 Matthew H. Cyzer October 10, 2008 5,753 84.36 William L. Jacob III October 10, 2008 5,000 86.78 Sanjeev K. Mehra October 10, 2008 32,477 85.01 Sanjeev K. Mehra October 10, 2008 36,714 85.02 Stuart M. Rothenberg October 10, 2008 43,968 88.12 Stuart M. Rothenberg October 10, 2008 56,032 88.34 Randolph L. Cowen October 13, 2008 5,000 104.74 Celeste A. Guth October 13, 2008 2,000 105.00 Gwen R. Libstag October 13, 2008 11,600 104.63 Tracy R. Wolstencroft October 13, 2008 25,000 96.17 Abby Joseph Cohen October 14, 2008 2,000 122.85 Thomas W. Cornacchia October 14, 2008 3,600 125.00 Gary T. Giglio October 14, 2008 1,012 125.00 Jack Levy October 14, 2008 60,000 122.50 Jeffrey M. Moslow October 14, 2008 2,000 125.55 Karen R. Cook October 17, 2008 15,000 112.91 Jeffrey M. Moslow October 17, 2008 3,000 118.10 Marc A. Spilker October 17, 2008 4,732 116.55 C. Howard Wietschner October 17, 2008 87 100.00 C. Howard Wietschner October 17, 2008 13 100.00 Frank L. Coulson, Jr. October 20, 2008 5,000 119.54 Joseph H. Gleberman October 20, 2008 50,000 119.59 Edith A. Hunt October 20, 2008 2,500 123.18 Diego De Giorgi October 22, 2008 700 117.69 Christoph W. Stanger October 22, 2008 1,658 117.00 Chase O. Stevenson October 22, 2008 2,853 118.55 Celeste A. Guth October 24, 2008 1,000 105.00 William L. Jacob III October 24, 2008 5,000 98.75 Andrea Vella October 24, 2008 1,876 99.70 Andrea Vella October 24, 2008 2,798 99.78
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 $) - ------------------------ ------------------ ---------------- ---------------------- C. Howard Wietschner September 25, 2008 50 130.89 C. Howard Wietschner September 25, 2008 25 134.15 David M. Solomon September 26, 2008 2,778 134.16 Gary T. Giglio September 29, 2008 1,000 120.08 Terence J. O'Neill October 7, 2008 43,450 115.00 Terence J. O'Neill October 9, 2008 20,000 102.16 Steven M. Feldman October 10, 2008 220 89.40 Sara E. Recktenwald October 10, 2008 100 84.80 Shahriar Tadjbakhsh October 10, 2008 4,000 82.00 Peter K. Tomozawa October 10, 2008 100 85.00 Peter K. Tomozawa October 10, 2008 400 85.00 Peter K. Tomozawa October 10, 2008 500 95.00 C. Howard Wietschner October 10, 2008 13 85.01 Kenneth M. Eberts III October 14, 2008 1,252 121.01
-19- 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 - ------------------------ ------------------ ------- ------ ------ --------- --------- C. Howard Wietschner September 22, 2008 974 91.61 130.00 974 0 Stuart N. Bernstein September 25, 2008 1,000 82.88 135.06 1,000 0 Stuart N. Bernstein September 25, 2008 1,000 82.88 135.97 1,000 0 Stuart N. Bernstein September 25, 2008 1,000 82.88 137.10 1,000 0 Stuart N. Bernstein September 25, 2008 1,000 82.88 137.10 1,000 0 C. Howard Wietschner September 25, 2008 500 91.61 135.00 500 0 Stuart N. Bernstein September 26, 2008 1,000 82.88 134.99 1,000 0 Stuart N. Bernstein September 26, 2008 2,000 82.88 134.99 2,000 0 David M. Solomon September 26, 2008 62,367 91.61 134.69 62,367 0 Stuart N. Bernstein September 29, 2008 1,000 91.61 127.01 1,000 0 Stuart N. Bernstein September 29, 2008 1,000 91.61 129.04 1,000 0 Daisuke Toki October 1, 2008 2,000 53.00 126.50 2,000 0 Robert D. Henderson October 2, 2008 7,872 78.87 130.94 7,872 0 Robert D. Henderson October 2, 2008 7,869 82.88 131.10 7,869 0 Steven M. Feldman October 3, 2008 4,000 78.87 138.60 4,000 0 C. Howard Wietschner October 3, 2008 300 91.61 140.00 300 0 Edith A. Hunt October 8, 2008 4,000 53.00 116.96 4,000 0 Peter D. Selman October 9, 2008 2,596 53.00 106.83 2,596 0 Edith A. Hunt October 13, 2008 2,500 53.00 97.20 2,500 0 Edith A. Hunt October 13, 2008 2,500 53.00 97.81 2,500 0 Edith A. Hunt October 13, 2008 3,559 53.00 112.02 3,559 0 Kenneth M. Eberts III October 14, 2008 31,437 78.87 126.00 31,437 0 Daisuke Toki October 15, 2008 6,000 53.00 114.28 6,000 0 John F.W. Rogers October 20, 2008 8,940 53.00 123.06 8,940 0 Diego De Giorgi October 22, 2008 4,347 82.88 117.09 4,347 0
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 - ------------------------ ---------------- ---------------- -------------- Sara E. Recktenwald October 16, 2008 100 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 NUMBER OF PRICE PER COVERED PERSON DISPOSITION TRANSACTION DATE SHARES SHARE (IN $) - ------------------------ -------------- ---------------- --------- ------------ Peter K. Tomozawa Acquisition October 6, 2008 619 124.00 Peter K. Tomozawa Acquisition October 15, 2008 2 113.15 Douglas L. Feagin Acquisition October 23, 2008 3 108.58 David M. Ryan Acquisition October 23, 2008 1 108.58 Peter K. Tomozawa Acquisition October 23, 2008 2 108.58 Peter K. Tomozawa Acquisition October 31, 2008 2 92.50
-20- 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:
INSTRUMENT NUMBER OF STRIKE PRICE COVERED PERSON AND POSITION SHARES (IN $) TRANSACTION DATE MATURITY DATE - ------------------------ ------------- --------- ------------ ------------------ ----------------- 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 David J. Greenwald Call Written 3,000 200 July 24, 2008 January 17, 2009 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 Michael J. Graziano Call Written 4,000 155 September 25, 2008 April 18, 2009 Jeffrey M. Moslow Call Written 2,000 130 September 25, 2008 January 17, 2009 Jeffrey M. Moslow Call Written 2,000 135 September 25, 2008 January 17, 2009 Jeffrey B. Goldenberg Call Written 6,600 150 October 3, 2008 January 17, 2009 Byron D. Trott Put Purchased 125,000 115 October 3, 2008 January 17, 2009 Byron D. Trott Call Written 125,000 155 October 3, 2008 January 17, 2009 Byron D. Trott Put Purchased 50,000 110 October 8, 2008 January 17, 2009 Byron D. Trott Call Written 50,000 135 October 8, 2008 January 17, 2009 Gary T. Giglio Put Written 4,000 80 October 10, 2008 January 16, 2010 Peter C. Aberg Call Written 2,000 170 October 20, 2008 January 22, 2011 Mark F. Dehnert Call Written 12,000 150 October 20, 2008 January 22, 2011 Joseph Ravitch Call Written 5,600 135 October 23, 2008 April 18, 2009 Jeffrey M. Moslow Call Written 2,000 115 October 24, 2008 December 20, 2008 W. Thomas York, Jr. Call Written 1,000 125 October 24, 2008 December 20, 2008 W. Thomas York, Jr. Call Written 1,000 130 October 24, 2008 January 17, 2009
-21- 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 12, 2008 By: /s/ Beverly L. O'Toole ----------------------------------- Name: Beverly L. O'Toole Title: Attorney-in-Fact -22- 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. (incorporated by reference to Exhibit O to Amendment No. 71 to the Initial Schedule 13D, filed October 1, 2008 (File No. 005-56295)).
-----END PRIVACY-ENHANCED MESSAGE-----