-----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, NEKOCn4nuB8LTjZzNTRnEROepe2DPgHQofhXy610BN/nqK4EKjOYB5jKA4le/Oy0 DUenD2R/LufF4uiHZJPJUg== 0000950123-09-069591.txt : 20091209 0000950123-09-069591.hdr.sgml : 20091209 20091209170730 ACCESSION NUMBER: 0000950123-09-069591 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091209 DATE AS OF CHANGE: 20091209 GROUP MEMBERS: GROUP MEMBERS LISTED IN FILING SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134019460 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56295 FILM NUMBER: 091231485 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: 1231 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 y80945sc13dza.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 File No. 005-56295 ---------- SCHEDULE 13D/A (Rule 13d-101) Amendment No. 74 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 26, 2009 (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 ----------------------------------------------------------------- 8. SHARED VOTING POWER (See Item 6) (Applies to each person listed on Appendix A.) 16,199,316 Voting Shares(2) held by Covered Persons 3,660 Shared Ownership Shares held by Covered Persons(3) NUMBER OF 27,664,339 Sixty Day Shares held by Covered Persons(4) SHARES 2,775,904 Other Shares held by Covered Persons(5) BENEFICIALLY ----------------------------------------------------------------- OWNED BY 9. SOLE DISPOSITIVE POWER (See Item 6) EACH As to Voting Shares, less than 1% REPORTING As to Shared Ownership Shares, Sixty Day Shares and Other PERSON Shares, 0 WITH ----------------------------------------------------------------- 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 46,643,219 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.60% - -------------------------------------------------------------------------------- 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) 437,869 shares of Common Stock held by 24 private charitable foundations established by 24 Covered Persons; (ii) 2,049,765 shares of Common Stock held by certain family members of Covered Persons and by certain estate planning entities established by Covered Persons; (iii) 287,272 shares of Common Stock held in escrow for the benefit of certain Covered Persons; and (iv) 998 shares of Common Stock held by the trust underlying The Goldman Sachs 401(k) 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) - ------------------------------ ------------------- Paul R. Aaron Peter C. Aberg Mark E. Agne Gregory A. Agran Raanan A. Agus Sanggyun Ahn Korea Yusuf A. Aliredha Bahrain Dalinc Aribumu UK/Turkey Philip S. Armstrong UK John A. Ashdown UK Armen A. Avanessians Dean C. Backer Charles Baillie Steven M. Barry Christopher M. Barter Stacy Bash-Polley Jonathan A. Beinner Milton R. Berlinski The Netherlands Philip R. Berlinski Belgium/USA Frances R. Bermanzohn Paul D. Bernard Stuart N. Bernstein Robert A. Berry UK Elizabeth E. Beshel Leslie A. Biddle Lloyd C. Blankfein Dorothee Blessing Germany Oliver R. Bolitho UK Johannes M. Boomars The Netherlands Atanas Bostandjiev UK Patrick T. Boyle UK Stephen Branton-Speak UK Anne F. Brennan Samuel S. Britton Craig W. Broderick Jason M. Brown UK Steven M. Bunson Nicholas F. Burgin Mary D. Byron Jason G. Cahilly Jin Yong Cai China/Hong Kong Richard M. Campbell-Breeden UK Gerald J. Cardinale Valentino D. Carlotti Anthony H. Carpet Michael J. Carr Lik Shuen David Chan Hong Kong R. Martin Chavez Martin Cher Singapore
ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - ------------------------------ ------------------- Andrew A. Chisholm Canada Jane P. Chwick James B. Clark Abby Joseph Cohen Alan M. Cohen Gary D. Cohn Christopher A. Cole Denis P. Coleman III Laura C. Conigliaro William J. Conley, Jr. Thomas G. Connolly Ireland/USA Kevin P. Connors 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. James V. Covello Brahm S. Cramer Canada Jeffrey R. Currie 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 Daniel L. Dees Mark F. Dehnert Martin R. Devenish UK Alexander C. Dibelius Germany Simon P. Dingemans UK Joseph P. DiSabato Albert F. Dombrowski Katinka I. Domotorffy Thomas M. Dowling 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
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ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - ------------------------------ ------------------- Peter C. Enns Canada L. Brooks Entwistle James P. Esposito Michael P. Esposito J. Michael Evans Canada Carl Faker France/Lebanon Elizabeth C. Fascitelli Douglas L. Feagin Stephan J. Feldgoise Steven M. Feldman Gregg J. Felton Benjamin W. Ferguson Luca D. Ferrari Italy/USA Wolfgang Fink Germany Pierre-Henri Flamand France Elisabeth Fontenelli Silverio Foresi Italy Edward C. Forst Colleen A. Foster Orit Freedman Israel Matthew T. Fremont-Smith Christopher G. French UK Richard A. Friedman Enrico S. Gaglioti Timur F. Galen Sean J. Gallagher Gonzalo R. Garcia Chile 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 Paul Graves UK Michael J. Graziano Stefan Green Australia David J. Greenwald Peter Gross Vishal Gupta India Celeste A. Guth Edward G. Hadden Canada Jonathan J. Hall UK Rumiko Hasegawa Japan
ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - ------------------------------ ------------------- Jan Hatzius Germany Keith L. Hayes UK David B. Heller Robert D. Henderson Bruce A. Heyman Stephen P. Hickey Melina E. Higgins Martin Hintze Germany Kenneth L. Hirsch Kenneth W. Hitchner Maykin Ho Todd Hohman Simon N. Holden UK Margaret J. Holen Philip Holzer Germany James P. Houghton UK Zu Liu Frederick Hu China Paul J. Huchro Alastair J. Hunt UK/USA Edith A. Hunt Phillip S. Hylander UK Hidehiro Imatsu Japan Timothy J. Ingrassia William L. Jacob III Andrew J. Jonas Adrian M. Jones Ireland Andrew J. Kaiser Toshinobu Kasai Japan James C. Katzman Alan S. Kava Dimitrios Kavvathas Greece Larry M. Kellerman Kevin W. Kennedy Thomas J. Kenny Richard A. Kimball, Jr. Robert C. King, Jr. Timothy M. Kingston Hideki Kinuhata Japan Shigeki Kiritani Japan Michael E. Koester J. Christopher A. Kojima Canada Eric S. Lane Jonathan A. Langer Michiel P. Lap The Netherlands John J. Lauto Brian J. Lee George C. Lee Gregory D. Lee Australia Ronald Lee
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ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - ------------------------------ ------------------- David A. Lehman Tim Leissner Brazil/Germany Todd W. Leland Gregg R. Lemkau Deborah R. Leone Hughes B. Lepic France Wai Man Kaven Leung Hong Kong Allan S. Levine Brian T. Levine Jack Levy Gwen R. Libstag Mitchell J. Lieberman Ryan D. Limaye John S. Lindfors Finland Anthony W. Ling UK Hao Cheng Liu Victor M. Lopez-Balboa Antigone Loudiadis Greece/UK Peter J. Lyon Mark G. Machin UK Paula B. Madoff John A. Mahoney Puneet Malhi UK Charles G. R. Manby UK Simon I. Mansfield UK David M. Marcinek Robert J. Markwick UK Serge Marquie France Allan S. Marson UK Alison J. Mass Blake W. Mather Kathy M. Matsui George N. Mattson John J. McCabe Stephen J. McGuinness John J. McGuire, Jr. John W. McMahon James A. McNamara Robert A. McTamaney Sanjeev K. Mehra Bernard A. Mensah UK Julian R. Metherell UK Michael J. Millette Milton R. Millman III Christopher Milner UK Christina P. Minnis Masanori Mochida Japan Timothy H. Moe William C. Montgomery
ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - ------------------------------ ------------------- J. Ronald Morgan III Simon P. Morris UK Thomas C. Morrow Jeffrey M. Moslow Sharmin Mossavar-Rahmani UK Donald R. Mullen Takashi Murata Japan Ken N. Murphy Arjun N. Murti Marc O. Nachmann Germany/USA Kenichi Nagasu Japan Jeffrey P. Nedelman Gavin G. O'Connor L. Peter O'Hagan Canada/USA Terence J. O'Neill UK Timothy J. O'Neill Peter C. Oppenheimer UK Todd G. Owens Fumiko Ozawa Japan Craig W. Packer Gregory K. Palm Konstantinos N. Pantazopoulos Greece James R. Paradise UK Sanjay H. Patel Sheila H. Patel David B. Philip Stephen R. Pierce Kenneth A. Pontarelli Ellen R. Porges Richard H. Powers Gilberto Pozzi Italy Lora J. Price Kevin A. Quinn Jean Raby Canada Lorin P. Radtke John J. Rafter Ireland Dioscoro-Roy I. Ramos Philippines Richard N. Ramsden UK Charlotte P. Ransom UK Krishna S. Rao India Buckley T. Ratchford Sara E. Recktenwald Gene Reilly Jeffrey A. Resnick Michael J. Richman Michael Rimland Luigi G. Rizzo Italy John F. W. Rogers Scott A. Romanoff
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ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - ------------------------------ ------------------- Eileen P. Rominger Ivan Ross 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 Julian Salisbury UK Muneer A. Satter Susan J. Scher Gary B. Schermerhorn Stephen M. Scherr Clare R. Scherrer Howard B. Schiller Jeffrey W. Schroeder Harvey M. Schwartz Paul D. Scialla Peter E. Scialla Steven M. Scopellite John A. Sebastian Peter A. Seccia Peter D. Selman UK Rebecca M. Shaghalian Devesh P. Shah India Lisa M. Shalett David G. Shell Heather K. Shemilt Canada Magid N. Shenouda UK Michael S. Sherwood UK Suhail A. Sikhtian Gavin Simms UK Ravi Sinha India/USA Edward M. Siskind Jeffrey S. Sloan Marshall Smith Sarah E. Smith UK David M. Solomon Theodore T. Sotir Marc A. Spilker Christoph W. Stanger Austria Esta E. Stecher Laurence Stein South Africa/USA John D. Storey Australia Patrick M. Street UK Steven H. Strongin Ram K. Sundaram India
ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - ------------------------------ ------------------- Robert J. Sweeney Michael J. Swenson Gene T. Sykes Morgan C. Sze Shahriar Tadjbakhsh Roland W. Tegeder Germany Thomas D. Teles Daisuke Toki Japan Jeffrey M. Tomasi Peter K. Tomozawa Massimo Tononi Italy David G. Torrible Canada/UK Frederick Towfigh Michael A. Troy Donald J. Truesdale Greg A. Tusar 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 Andrea A. Vittorelli Italy Alejandro Vollbrechthausen Mexico David H. Voon Hong Kong/USA Casper W. Von Koskull Finland John E. Waldron Paul Walker Theodore T. Wang China Alasdair J. Warren UK John S. Weinberg Gregg S. Weinstein Martin M. Werner Mexico Matthew Westerman UK Elisha Wiesel C. Howard Wietschner
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ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - ------------------------------ ------------------- Susan A. Willetts Todd A. Williams John S. Willian Andrew F. Wilson New Zealand Dominic A. Wilson UK Steve Windsor UK Samuel J. Wisnia France Martin Wiwen-Nilsson Sweden Andrew E. Wolff Tracy R. Wolstencroft Jon A. Woodruff
ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - ------------------------------ ------------------- Neil J. Wright UK Denise A. Wyllie UK Shinichi Yokote Japan W. Thomas York, Jr. Wassim G. Younan Lebanon/UK Paul M. Young Paolo Zannoni Italy Yoel Zaoui France Han Song Zhu China
-7- 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 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
-8- This Amendment No. 74 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. 74 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. -9- 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 60 days preceding November 26, 2009. (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 -10- in the Shareholders' Agreement) or any other employee benefit plan specified by the Shareholders' Committee described below under "Information Regarding the Shareholders' Committee" (the "Participating Managing Directors"). The "Voting Shares" include all of the shares of Common Stock of which a Covered Person (or, in approved cases, his or her spouse) is the sole beneficial owner (excluding shares of Common Stock held by the trust underlying The Goldman Sachs 401(k) Plan). The interest of a spouse or domestic partner in a joint account, an economic interest of GS Inc. as pledgee, and the interest of certain persons in 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 or, as applicable, by the Covered Person's spouse are generally deemed to count toward the satisfaction of the Transfer Restrictions. For these purposes, "Covered Shares," with respect to a Covered Person, will be recalculated each time the Covered Person receives Common Stock underlying an award of restricted stock units, exercises a stock option (not including, in each case, awards in connection with GS Inc.'s initial public offering) or receives an award of restricted stock. The calculation of Covered Shares will include the gross number of shares underlying such restricted stock units or stock options or the gross number of shares of restricted stock, in each case less (i) a number of shares determined by reference to tax rates specified by the Shareholders' Committee and (ii) the number of shares necessary to cover the option exercise price, if applicable (all as calculated pursuant to a formula set out in the Shareholders' Agreement). The calculation of Covered Shares will only take into account awards that occurred after the Covered Person became a Participating Managing Director. The Shareholders' Committee has the power to determine, and has determined from time to time in particular situations, whether shares of Common Stock delivered pursuant to restricted stock units or stock options are deemed "Covered Shares." Each of Lloyd C. Blankfein, Gary D. Cohn and David A. Viniar (each an "Executive") has 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. WAIVERS The Shareholders' Committee has the power to waive, and has waived, the Transfer Restrictions from time to time to permit Covered Persons to transfer Common Stock in particular situations (such as transfers to family members, partnerships or trusts), but not generally. The Shareholders' Committee also has the power to waive the Transfer Restriction to permit Covered Persons to: participate as sellers in underwritten public offerings of, and stock repurchase programs and tender and exchange offers by GS Inc. for, Common Stock; transfer Common Stock to charities, including charitable foundations; and transfer Common Stock held in employee benefit plans. Taking into account the Shareholders' Committee's waivers and determinations regarding Covered Shares to date, 3,307,127 shares of Common Stock are subject to the Transfer Restrictions as of November 26, 2009. -11- In the case of a third-party tender or exchange offer, the Transfer Restrictions may be waived or terminated: if the board of directors is recommending acceptance or is not making any recommendation with respect to acceptance of the tender or exchange offer, by a majority of the outstanding Covered Shares; or if the board of directors is recommending rejection of the tender or exchange offer, by 66 2/3% of the outstanding Covered Shares. In the case of a tender or exchange offer by GS Inc., a majority of the outstanding Covered Shares may also waive or terminate the Transfer Restrictions. VOTING Prior to any vote of the shareholders of GS Inc., the Shareholders' Agreement requires a separate, preliminary vote of substantially all Voting Shares on each matter upon which a vote of the shareholders is proposed to be taken (the "Preliminary Vote"). Each Voting Share will be voted in accordance with the majority of the votes cast by the Voting Shares in the Preliminary Vote. In elections of directors, each Voting Share will be voted in favor of the election of those persons, equal in number to the number of such positions to be filled, receiving the highest numbers of votes cast by the Voting Shares in the Preliminary Vote. 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 David A. Viniar 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. -12- PLEDGE AGREEMENTS Certain Covered Persons have pledged in the aggregate 615,000 shares of Common Stock to banks as collateral for loans. A portion of these pledged shares may be sold from time to time with the consent of the third-party lending institution. REGISTRATION RIGHTS INSTRUMENT FOR CHARITABLE DONATIONS In connection with the donations of shares of Common Stock by certain Covered Persons to certain charitable organizations on December 13, 1999, December 22, 2000, December 26, 2001, January 9, 2002, December 23, 2002, January 8, 2003, December 22, 2003 and January 8, 2004, GS Inc. entered into a Registration Rights Instrument and five substantially similar Supplemental Registration Rights Instruments (the "Charitable Supplements"). The following is a description of the Registration Rights Instrument, as supplemented by the Charitable Supplements. The Registration Rights Instrument and the Charitable Supplements are filed as Exhibits to this Schedule, and the following summary of these agreements is qualified in its entirety by reference thereto. 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. -13- 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)).
-14- ANNEX A INFORMATION REQUIRED AS TO EXECUTIVE OFFICERS AND DIRECTORS OF CORPORATE REPORTING ENTITIES.
CONVICTIONS OR BENEFICIAL VIOLATIONS OF OWNERSHIP OF THE FEDERAL OR STATE COMMON STOCK OF PRESENT LAWS WITHIN THE THE GOLDMAN NAME CITIZENSHIP BUSINESS ADDRESS EMPLOYMENT LAST FIVE YEARS SACHS GROUP, INC. - ---------- ----------- ------------------- ------------------ ---------------- ------------------- Steven M. USA 85 Broad Street Managing Director, None Less than 1% of the Bunson New York, NY The Goldman Sachs outstanding shares 10004 Group, Inc. of Common Stock. Michael H. UK 26 New Street, Partner, None None Richardson St. Helier, Jersey, Bedell Cristin JE4 3RA Anthony J. UK 26 New Street, Partner, None None Dessain St. Helier, Jersey, Bedell Cristin JE4 3RA
-15- ANNEX B ITEMS 2(D) AND 2(E). INFORMATION REQUIRED AS TO CERTAIN PROCEEDINGS. None. -16- ANNEX C ITEM 4. PLANNED DISPOSITION OF SECURITIES OF THE ISSUER BY COVERED PERSONS OR REPORTING ENTITIES. None. -17- ANNEX D ITEM 5(A). DESCRIPTION OF SHARES AS TO WHICH THERE IS A RIGHT TO ACQUIRE EXERCISABLE WITHIN 60 DAYS. An aggregate of 7,597,912 shares of Common Stock are deliverable to Covered Persons upon the exercise of stock options that have vested and are exercisable. An additional 13,495,216 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 25, 2010. On or about January 25, 2010, 6,571,211 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 November 26, 2009. 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 the aggregate number of shares beneficially owned by the Covered Persons. The withheld shares will cease to be beneficially owned by any Covered Person, and will no longer be included in the aggregate number of shares beneficially owned by Covered Persons. Prior to delivery, the shares are included in Sixty Day Shares because the Covered Persons do not have the right to vote the shares. Upon delivery, the shares become Voting Shares. -18- ANNEX E ITEM 5(C). DESCRIPTION OF ALL TRANSACTIONS IN THE COMMON STOCK EFFECTED BY COVERED PERSONS OR REPORTING ENTITIES IN THE PAST 60 DAYS AND NOT PREVIOUSLY REPORTED ON SCHEDULE 13D. The following sales of Voting Shares were made by the following Covered Persons or Reporting Entities through one or more subsidiaries of GS Inc. for cash on the New York Stock Exchange or by delivery to counterparties upon settlement of derivative transactions:
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $) - --------------------------- ----------------- ---------------- ---------------------- Edward G. Hadden October 7, 2009 700 125.0000 Timothy J. O'Neill October 15, 2009 100 170.0000 Anahue Limited October 16, 2009 40,000 184.6000 Andrew J. Kaiser October 16, 2009 1,000 160.0000 Antigone Loudiadis October 16, 2009 2,929 186.3308 Charlotte P. Ransom October 16, 2009 4,000 150.0000 Clare R. Scherrer October 16, 2009 454 186.4524 David J. Greenwald October 16, 2009 2,000 130.0000 David J. Greenwald October 16, 2009 1,000 150.0000 David M. Marcinek October 16, 2009 1,000 160.0000 Edward G. Hadden October 16, 2009 3,800 125.0000 Edward M. Siskind October 16, 2009 10,700 150.0000 Edward M. Siskind October 16, 2009 12,000 150.0000 Edward M. Siskind October 16, 2009 260 150.0000 Edward M. Siskind October 16, 2009 1,640 150.0000 Elisha Wiesel October 16, 2009 407 186.5700 James R. Garman October 16, 2009 1,200 185.0925 James R. Garman October 16, 2009 1,000 187.5000 Jean A. De Pourtales October 16, 2009 15,200 140.0000 John A. Mahoney October 16, 2009 2,500 185.0076 Julian R. Metherell October 16, 2009 3,177 186.5700 Julian R. Metherell October 16, 2009 1,123 186.5700 Kenneth A. Pontarelli October 16, 2009 2,500 140.0000 Kenneth M. Eberts III October 16, 2009 8,164 183.6487 Larry M. Kellerman October 16, 2009 3,900 140.0000 Larry M. Kellerman October 16, 2009 2,200 140.0000 Larry M. Kellerman October 16, 2009 10,000 150.0000 Paolo Zannoni October 16, 2009 14,800 145.0000 Paolo Zannoni October 16, 2009 11,200 145.0000 Paul D. Bernard October 16, 2009 20,000 175.0000 Peter C. Oppenheimer October 16, 2009 4,000 186.5700 Sarah E. Smith October 16, 2009 16,129 186.5700 Steve M. Scopellite October 16, 2009 5,000 186.5700 Timothy J. O'Neill October 16, 2009 24,900 170.0000 Timothy J. O'Neill October 16, 2009 25,400 184.9265 Todd G. Owens October 16, 2009 1,000 150.0000 W. York Jr October 16, 2009 1,000 160.0000 W. York Jr October 16, 2009 1,000 165.0000 W. York Jr October 16, 2009 1,000 170.0000 W. York Jr October 16, 2009 1,000 175.0000 Yoel Zaoui October 16, 2009 9,500 150.0000 Allan S. Marson October 19, 2009 2,000 184.5000 Andrew F. Wilson October 19, 2009 3,000 186.5000
-19-
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $) - --------------------------- ----------------- ---------------- ---------------------- Edward M. Siskind October 19, 2009 48 186.3000 Edward M. Siskind October 19, 2009 4 186.3000 Howard B. Schiller October 19, 2009 60,000 185.7931 John A. Mahoney October 19, 2009 2,000 186.0000 John J. Lauto October 19, 2009 500 185.4000 John S. Lindfors October 19, 2009 845 186.3700 Ram K. Sundaram October 19, 2009 200 185.9600 Ram K. Sundaram October 19, 2009 100 185.9600 Ram K. Sundaram October 19, 2009 100 185.9700 Ram K. Sundaram October 19, 2009 100 185.9700 Terence J. O'Neill October 19, 2009 25,000 183.6021 Andrew F. Wilson October 20, 2009 2,000 186.1044 Christopher A. Cole October 20, 2009 2,000 186.7460 Colleen A. Foster October 20, 2009 2,150 186.0005 Daisuke Toki October 20, 2009 1,000 184.7600 David J. Greenwald October 20, 2009 500 184.7600 Gordon E. Dyal October 20, 2009 100,000 184.9213 Jeffrey R. Currie October 20, 2009 1,000 184.4500 John J. McCabe October 20, 2009 200 186.9000 Gordon E. Dyal October 21, 2009 100,000 184.4287 Robert J. Markwick October 21, 2009 1,817 185.2800 Terence J. O'Neill October 21, 2009 25,000 184.0712 E. Gerald Corrigan October 22, 2009 5,000 183.3650 Elizabeth E. Beshel October 22, 2009 500 182.8800 John A. Mahoney October 22, 2009 2,000 182.1005 Richard A. Friedman October 22, 2009 50,000 182.9266 Richard M. Ruzika October 22, 2009 7,990 182.9176 Simon Dingemans October 22, 2009 10,000 182.5000 Terence J. O'Neill October 22, 2009 25,000 179.6600 Timothy J. O'Neill October 22, 2009 19,500 183.1995 Peter C. Oppenheimer October 23, 2009 2,000 182.4810 Timothy J. O'Neill October 23, 2009 80,000 180.4714 Charles Manby October 26, 2009 10,000 178.7228 Donald J. Duet October 26, 2009 70 181.5000 Donald J. Duet October 26, 2009 100 181.5000 Edward C. Forst October 26, 2009 5,307 179.3134 Edward C. Forst October 26, 2009 2,885 179.3158 Edward C. Forst October 26, 2009 2,807 179.3216 Edward C. Forst October 26, 2009 8,945 179.5487 Enrico S. Gaglioti October 26, 2009 15,000 179.6073 Peter C. Aberg October 26, 2009 1,198 180.4717 Christopher A. Cole October 27, 2009 7,500 179.0000 Edward C. Forst October 27, 2009 2,885 178.8926 Edward C. Forst October 27, 2009 2,808 178.9322 Edward C. Forst October 27, 2009 8,946 178.9479 Edward C. Forst October 27, 2009 5,307 178.9731 L. Brooks Entwistle October 27, 2009 1,390 180.0000 Peter C. Aberg October 27, 2009 3,000 180.0000 Alasdair J. Warren October 29, 2009 500 175.3400 David J. Greenwald October 29, 2009 500 177.4200 Peter C. Aberg October 29, 2009 2,000 177.0000 Atanas Bostandjiev October 30, 2009 1,933 174.4150 Todd A. Williams October 30, 2009 7,721 175.1354 Allan S. Marson November 2, 2009 2,000 171.5000
-20-
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $) - --------------------------- ----------------- ---------------- ---------------------- Charles Manby November 3, 2009 10,000 170.0365 Gregg A. Gonsalves November 3, 2009 2,000 169.8430 Jeffrey B. Goldenberg November 3, 2009 3,201 170.0000 Ram K. Sundaram November 3, 2009 400 171.5800 Ram K. Sundaram November 3, 2009 200 171.5800 Ram K. Sundaram November 3, 2009 100 171.6200 Ram K. Sundaram November 3, 2009 100 171.6300 Ram K. Sundaram November 3, 2009 100 171.6300 Ram K. Sundaram November 3, 2009 100 171.6500 Richard A. Friedman November 3, 2009 25,000 171.1316 Richard A. Friedman November 4, 2009 37,500 173.2847 Terence J. O'Neill November 4, 2009 25,000 172.7424 David J. Greenwald November 5, 2009 500 172.7120 Elizabeth C. Fascitelli November 5, 2009 67,367 170.4000 Richard A. Friedman November 5, 2009 37,500 172.8705 Alasdair J. Warren November 9, 2009 800 175.3025 Douglas L. Feagin November 9, 2009 2,000 175.4295 Gregg S. Weinstein November 9, 2009 2,500 175.9683 Martin R. Devenish November 9, 2009 3,500 175.4091 Michael G. De Lathauwer November 9, 2009 2,500 175.8673 Peter C. Oppenheimer November 9, 2009 2,000 175.0000 John S. Lindfors November 10, 2009 1,000 176.0630 Kevin W. Kennedy November 10, 2009 10,000 175.6189 Alasdair J. Warren November 11, 2009 500 179.5400 Bernard A. Mensah November 11, 2009 2,000 179.6880 Charles Manby November 11, 2009 18,953 177.9900 Christopher A. Cole November 11, 2009 2,000 180.0000 David J. Greenwald November 11, 2009 500 180.2300 Hao-Cheng Liu November 11, 2009 3,970 180.0000 Kevin A. Quinn November 11, 2009 3,000 180.0000 Kevin W. Kennedy November 11, 2009 10,000 179.7490 L. Brooks Entwistle November 11, 2009 483 180.0000 Maykin Ho November 11, 2009 4,500 180.0000 Peter A. Seccia November 11, 2009 3,887 179.2001 Allan S. Levine November 12, 2009 1,000 180.2500 David G. Torrible November 12, 2009 4,000 180.0000 Jean Raby November 12, 2009 1,000 181.0240 John J. Vaske November 12, 2009 1,000 178.8970 Maykin Ho November 12, 2009 4,500 180.0000 Michael G. De Lathauwer November 16, 2009 2,500 177.5792 Paula B. Madoff November 16, 2009 192 177.7644 Linnea K. Conrad November 17, 2009 8,500 176.2654 Allan S. Marson November 19, 2009 2,000 175.5200 Benjamin W. Ferguson November 19, 2009 1,300 176.0000 C. Howard Wietschner November 20, 2009 100 170.0000 E. Gerald Corrigan November 20, 2009 5,000 171.1304 Kevin A. Quinn November 20, 2009 2,000 171.1300 Gregg S. Weinstein November 23, 2009 3,986 171.8932 J. Michael Evans November 23, 2009 35,000 172.4062 Craig W. Broderick November 24, 2009 7,901 170.8923 J. Michael Evans November 24, 2009 35,000 171.0541 Kevin A. Quinn November 24, 2009 2,000 171.9800 Alasdair J. Warren November 25, 2009 1,000 168.5270 Charlotte P. Ransom November 25, 2009 9,416 168.4230
-21-
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $) - --------------------------- ----------------- ---------------- ---------------------- J. Michael Evans November 25, 2009 35,000 169.4967 Kevin A. Quinn November 25, 2009 3,000 171.6600 Peter C. Oppenheimer November 25, 2009 250 169.6500 Peter C. Oppenheimer November 25, 2009 2,000 170.4085
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 or by delivery from counterparties upon settlement of derivative transactions:
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $) - --------------------------- ---------------- ---------------- ---------------------- Antigone Loudiadis October 16, 2009 8,050 186.4728 Lik Shuen David Chan October 16, 2009 4 186.5700 Jason G. Cahilly October 19, 2009 58 186.1200 Alison J. Mass October 20, 2009 1,633 186.7824 Antigone Loudiadis October 20, 2009 74 185.9100 Isabelle Ealet October 22, 2009 125 183.1140 James R. Paradise October 26, 2009 500 180.1900 James R. Paradise October 26, 2009 250 180.8460 Jan Hatzius October 27, 2009 37 179.4200 James R. Paradise October 30, 2009 571 176.9600 Muneer A. Satter November 2, 2009 100 171.5000 Gregory D. Lee November 9, 2009 753 175.9687 David M. Solomon November 11, 2009 760 179.0387 Orit Freedman November 17, 2009 547 176.2357 David M. Solomon November 23, 2009 737 173.0446
The following sales of Other Shares were made by family members of the following Covered Persons or by estate planning entities (which are not Reporting Entities) established by the following Covered Persons or through one or more subsidiaries of GS Inc. for cash on the New York Stock Exchange or by delivery to counterparties upon settlement of derivative transactions:
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $) - --------------------------- ---------------- ---------------- ---------------------- Laura C. Conigliaro October 22, 2009 4,000 183.2793 Timothy J. O'Neill October 22, 2009 345 183.0000 Gene T. Sykes November 13, 2009 5,000 177.6064 Gene T. Sykes November 16, 2009 5,000 178.5092 Wassim G. Younan November 24, 2009 9,687 170.5300
The following purchases of Other Shares were made by family members of the following Covered Persons or by estate planning entities (which are not Reporting Entities) established by the following Covered Persons through one or more subsidiaries of GS Inc. for cash on the New York Stock Exchange or by delivery from counterparties upon settlement of derivative transactions:
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $) - --------------------------- ---------------- ---------------- ---------------------- Muneer A. Satter November 2, 2009 700 171.5000
-22- 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 - --------------------------- ----------------- ------- ------ -------- --------- --------- Antigone Loudiadis October 16, 2009 107,088 91.61 186.2273 107,088 0 Gwen R. Libstag* October 16, 2009 9,225 78.87 185.525 0 9,225 Gwen R. Libstag* October 16, 2009 25,283 91.61 185.525 0 25,283 James R. Paradise October 16, 2009 2,556 78.87 184.3869 2,556 0 Kenneth M. Eberts III October 16, 2009 16,212 91.61 183.7502 16,212 0 David J. Greenwald October 19, 2009 1,000 82.875 184.5 1,000 0 James R. Paradise October 19, 2009 2,500 82.875 184.5 2,500 0 Jason G. Cahilly October 19, 2009 723 82.875 186.0501 723 0 Joseph H. Gleberman October 19, 2009 10,000 78.87 184.2093 7,235 2,765 Laura C. Conigliaro October 19, 2009 5,000 91.61 186 5,000 0 Paul M. Russo October 19, 2009 2,500 78.87 185.7112 2,500 0 Paul M. Russo October 19, 2009 2,500 78.87 186 2,500 0 Scott A. Romanoff October 19, 2009 396 91.61 185.9724 396 0 Scott A. Romanoff October 19, 2009 327 78.87 186.01 327 0 Scott A. Romanoff October 19, 2009 3,888 91.61 186.0226 3,888 0 Scott A. Romanoff October 19, 2009 106 82.875 186.1 106 0 Alison J. Mass October 20, 2009 23,683 91.61 187.0534 23,683 0 James R. Paradise October 20, 2009 1,000 82.875 185.958 1,000 0 John W. McMahon October 20, 2009 6,306 82.875 185.2118 4,479 1,827 John W. McMahon October 20, 2009 20,244 91.61 185.2962 20,244 0 John W. McMahon October 20, 2009 15,984 78.87 185.3256 15,984 0 Paul M. Russo October 20, 2009 2,500 78.87 186.5164 2,500 0 Paul M. Russo October 20, 2009 2,500 78.87 187.5 2,500 0 James R. Paradise October 21, 2009 1,501 82.875 184.2308 1,501 0 Isabelle Ealet October 22, 2009 12,181 91.61 183.2898 12,181 0 Jean Raby October 22, 2009 500 82.875 182.952 500 0 Paul M. Russo October 22, 2009 2,500 78.87 183.5 2,500 0 James R. Paradise October 23, 2009 2,132 91.61 184.1022 2,132 0 Paul M. Russo* October 23, 2009 984 78.87 181.955 0 984 Paul M. Russo October 23, 2009 2,500 78.87 184.75 2,500 0 Timothy J. O'Neill October 23, 2009 106,087 91.61 181.5399 106,087 0 Timothy J. O'Neill October 23, 2009 53,166 78.87 181.6195 53,166 0 W. Thomas York, Jr. October 23, 2009 2,000 82.875 181.259 2,000 0 James R. Paradise October 26, 2009 2,000 91.61 178.812 2,000 0 James R. Paradise October 26, 2009 2,000 91.61 180.19 2,000 0 Jan Hatzius October 27, 2009 501 82.875 178.902 501 0 James R. Paradise October 28, 2009 3,000 78.87 177.9 3,000 0 Laura C. Conigliaro October 29, 2009 5,000 91.61 178.037 5,000 0 David J. Greenwald October 30, 2009 750 82.875 176.96 750 0 Abby Joseph Cohen November 9, 2009 1,000 82.875 173.78 1,000 0 Abby Joseph Cohen November 9, 2009 1,000 82.875 175.5 1,000 0 Abby Joseph Cohen November 9, 2009 1,000 82.875 175.9 1,000 0 Abby Joseph Cohen November 9, 2009 1,000 82.875 176.4 1,000 0 David J. Greenwald November 9, 2009 556 82.875 173.78 556 0 Gregory D. Lee November 9, 2009 9,156 91.61 175.6193 9,156 0 Gregory D. Lee November 9, 2009 200 78.87 175.65 200 0 Gregory D. Lee November 9, 2009 1,780 78.87 175.8317 1,780 0 John J. McCabe November 9, 2009 200 82.875 174.8 200 0
-23-
NUMBER STRIKE SALES NUMBER NUMBER OF PRICE PRICE OF SHARES OF SHARES COVERED PERSON DATE OF EXERCISE OPTIONS (IN $) (IN $) SOLD RETAINED - --------------------------- ----------------- ------- ------ -------- --------- --------- John J. McCabe November 9, 2009 200 82.875 175.85 200 0 W. Thomas York, Jr. November 9, 2009 1,913 82.875 175.4478 1,913 0 Puneet Malhi November 10, 2009 1,644 82.875 175.95 1,644 0 Puneet Malhi November 10, 2009 3,000 82.875 176.9 3,000 0 Abby Joseph Cohen November 11, 2009 1,000 82.875 179.9 1,000 0 David M. Solomon November 11, 2009 10,000 78.87 179.0148 10,000 0 John J. McCabe November 11, 2009 200 82.875 179.8 200 0 John J. McCabe November 11, 2009 200 82.875 180.6 200 0 Laura C. Conigliaro November 11, 2009 5,000 91.61 180.4306 5,000 0 Paul M. Russo November 11, 2009 5,000 91.61 180.2882 5,000 0 Edith A. Hunt November 12, 2009 2,652 82.875 178.4517 2,652 0 Edith A. Hunt November 12, 2009 2,463 78.87 178.9625 2,463 0 Edith A. Hunt November 12, 2009 2,979 96.08 180.3376 2,979 0 Puneet Malhi November 12, 2009 2,107 78.87 181 2,107 0 Edith A. Hunt November 13, 2009 2,000 91.61 175.9522 2,000 0 Edith A. Hunt November 13, 2009 2,132 91.61 176.7489 2,132 0 Edith A. Hunt November 13, 2009 2,000 91.61 176.896 2,000 0 Michael S. Sherwood November 13, 2009 20,000 82.875 177.4308 20,000 0 Edward C. Forst November 16, 2009 39,969 82.875 177.0145 39,969 0 Gene Reilly November 16, 2009 279 78.87 177.75 279 0 Michael S. Sherwood November 16, 2009 20,000 82.875 178.052 20,000 0 Michael S. Sherwood November 17, 2009 18,125 82.875 177.1575 18,125 0 Orit Freedman November 17, 2009 7,089 82.875 176.423 7,089 0 Michael S. Sherwood November 18, 2009 25,000 91.61 176.3775 25,000 0 Paula B. Madoff November 18, 2009 1,000 82.875 177 1,000 0 Michael S. Sherwood November 19, 2009 25,000 91.61 174.0281 25,000 0 Michael S. Sherwood November 20, 2009 25,000 91.61 171.4287 25,000 0 David M. Solomon November 23, 2009 10,000 78.87 172.9235 10,000 0 Edward C. Forst November 23, 2009 87,440 91.61 171.9242 87,440 0 Michael S. Sherwood November 23, 2009 25,000 91.61 173.0551 25,000 0 Paula B. Madoff November 23, 2009 500 82.875 173 500 0 David B. Heller November 24, 2009 15,000 91.61 171.2425 15,000 0 Michael S. Sherwood November 24, 2009 24,735 91.61 171.5389 24,735 0 Paula B. Madoff November 24, 2009 500 82.875 171.008 500 0 David B. Heller November 25, 2009 10,000 91.61 170.5262 10,000 0
* This transaction was a cash-for-stock exercise, not a cashless exercise, and did not involve the sale of stock. The following charitable contributions and other transfers of shares in transactions for which no consideration was received were made by the following Covered Persons:
ACQUISITION OR COVERED PERSON TRANSFER DATE NUMBER OF SHARES DISPOSITION - --------------------------- ----------------- ---------------- -------------- Joseph H. Gleberman November 2, 2009 10,000 Disposition Kevin W. Kennedy November 10, 2009 9,500 Disposition Linnea K. Conrad November 23, 2009 675 Disposition Gene T. Sykes November 24, 2009 10,000 Disposition Linnea K. Conrad November 25, 2009 1,175 Disposition
The Covered Persons listed below participate in the Common Stock fund of The Goldman Sachs 401(k) Plan. These Covered Persons acquired or disposed of interests in the Common Stock fund representing the number of Other Shares set forth below: -24-
ACQUISITION OR NUMBER OF PRICE PER SHARE COVERED PERSON DISPOSITION TRANSACTION DATE SHARES (IN $) - --------------------------- -------------- ------------------ --------- --------------- Peter K. Tomozawa Acquisition September 30, 2009 1 184.35 Peter K. Tomozawa Acquisition October 15, 2009 1 188.63 Peter K. Tomozawa Acquisition October 30, 2009 1 170.17 Peter K. Tomozawa Acquisition November 13, 2009 1 176.76 Peter K. Tomozawa Acquisition November 25, 2009 20 168.92
-25- ANNEX F ITEM 6. DESCRIPTION OF POSITIONS IN DERIVATIVE INSTRUMENTS OF COVERED PERSONS OR REPORTING ENTITIES. The following Covered Persons or Reporting Entities have written or purchased American-style standardized call options or put options on Voting Shares with the following terms:
STRIKE INSTRUMENT NUMBER OF PRICE COVERED PERSON AND POSITION SHARES (IN $) MATURITY DATE - --------------------------- ------------ ----------- ------ ----------------- Peter C. Aberg Call Written 1,000 150 January 22, 2011 Peter C. Aberg Call Written 1,000 160 January 22, 2011 Peter C. Aberg Call Written 8,000 140 January 22, 2011 David J. Greenwald Call Written 1,000 90 January 16, 2010 Andrew A. Chisholm Call Written 20,000 140 January 16, 2010 Andrew A. Chisholm Call Written 8,500 150 January 16, 2010 Anahue Limited Call Written 11,500 150 January 16, 2010 David J. Greenwald Call Written 4,000 100 January 16, 2010 Gene T. Sykes* Call Written 10,000 170 January 16, 2010 Ivan Ross Call Written 600 130 January 16, 2010 Ivan Ross Call Written 600 135 January 16, 2010 Ivan Ross Call Written 800 140 January 16, 2010 Jack Levy Call Written 25,000 115 January 16, 2010 Jack Levy Call Written 75,000 130 January 16, 2010 Kenneth A. Pontarelli Call Written 5,000 125 January 16, 2010 Larry M. Kellerman Call Written 5,000 140 January 16, 2010 Laura C. Conigliaro Call Written 5,000 100 January 16, 2010 Michael J. Graziano Call Written 4,000 150 January 16, 2010 Michael J. Graziano Call Written 4,000 165 January 16, 2010 Milton R. Berlinski Call Purchased 50,000 120 January 16, 2010 Mitchell J. Lieberman Call Written 5,000 150 January 16, 2010 Peter C. Aberg Call Written 1,000 125 January 16, 2010 Ivan Ross Call Written 700 145 January 16, 2010 Michael L. Dweck Call Written 3,000 170 January 16, 2010 Michael L. Dweck Call Written 3,000 175 January 16, 2010 Michael L. Dweck Call Written 3,000 180 January 16, 2010 Michael L. Dweck Call Written 1,000 185 January 16, 2010 Scott A. Romanoff Call Written 2,600 160 January 16, 2010 Christopher A. Cole Call Written 10,000 130 January 16, 2010 Jeffrey A. Resnick Call Written 4,700 170 January 16, 2010 Edward G. Hadden Call Written 2,800 150 January 16, 2010 Michael J. Graziano Call Written 1,200 160 January 16, 2010 Michael J. Graziano Call Written 5,700 200 January 16, 2010 Todd G. Owens Call Written 1,000 175 January 16, 2010 Ivan Ross Call Written 300 165 January 16, 2010 Sanjay H. Patel* Call Written 5,000 220 January 22, 2011 Shahriar Tadjbakhsh Put Purchased 10,000 135 January 16, 2010 Shahriar Tadjbakhsh Call Written 10,000 200 January 16, 2010 Jeffrey B. Goldenberg Call Written 5,000 185 January 16, 2010 Christopher A. Cole Call Written 5,000 190 January 16, 2010 David C. Ryan Call Written 11,600 165 January 16, 2010 John S. Daly Call Written 3,000 175 January 16, 2010 Timothy M. Kingston Call Written 10,000 180 January 16, 2010
-26-
STRIKE INSTRUMENT NUMBER OF PRICE COVERED PERSON AND POSITION SHARES (IN $) MATURITY DATE - --------------------------- ------------ ----------- ------ ----------------- David H. Voon Call Written 4,900 85 January 16, 2010 Clare R. Scherrer Call Written 3,700 180 January 16, 2010 John A. Ashdown Call Written 5,000 200 January 16, 2010 Michael J. Carr Call Written 10,000 200 January 16, 2010 Michael J. Carr Call Written 10,000 210 January 16, 2010 David J. Greenwald Call Written 3,000 195 April 17, 2010 C. Howard Wietschner Call Written 300 175 December 19, 2009 Peter C. Aberg Call Written 6,000 130 January 22, 2011 C. Howard Wietschner Call Written 300 160 December 19, 2009 Sanjeev K. Mehra Call Written 20,000 195 April 17, 2010 Devesh P. Shah Call Purchased 20,000 185 December 19, 2009 W. Thomas York, Jr. Call Written 1,000 180 December 19, 2009 W. Thomas York, Jr. Call Written 2,000 190 January 16, 2010 David J. Greenwald Call Written 1,000 200 January 22, 2011 David J. Greenwald Call Written 1,000 220 January 22, 2011 Milton R. Berlinski Put Written 75,000 145 April 17, 2010 Milton R. Berlinski Call Written 75,000 220 April 17, 2010 Martin M. Werner Call Written 10,000 185 January 16, 2010 Francois-Xavier de Mallmann Call Written 6,000 190 January 16, 2010 Francois-Xavier de Mallmann Call Written 2,000 195 December 19, 2009 Gwen R. Libstag* Call Written 10,000 150 January 22, 2011 Gwen R. Libstag* Call Written 10,000 180 January 22, 2011 Johannes M. Boomaars Call Written 2,700 200 January 22, 2011 Johannes M. Boomaars Call Written 4,200 200 January 22, 2011 John J. McCabe Call Written 1,000 190 January 16, 2010 John J. McCabe Call Written 2,000 195 January 16, 2010 Robert A. McTamaney Call Written 4,500 175 January 16, 2010 Robert A. McTamaney Call Written 3,800 175 January 16, 2010 Sanjay H. Patel Call Written 10,300 185 January 16, 2010
* This transaction was conducted through an estate planning entity and relates to Other Shares. -27- SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 9, 2009 By: /s/ Beverly L. O'Toole ------------------------------------- Name: Beverly L. O'Toole Title: Attorney-in-Fact -28- EXHIBIT INDEX
Exhibit Description - ------- ----------- A. Registration Rights Instrument, dated as of December 10, 1999 (incorporated by reference to Exhibit G to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)). B. Supplemental Registration Rights Instrument, dated as of December 10, 1999 (incorporated by reference to Exhibit H to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)). C. Form of Counterpart to Shareholders' Agreement for former profit participating limited partners of The Goldman Sachs Group, L.P. (incorporated by reference to Exhibit I to Amendment No. 2 to the Initial Schedule 13D, filed June 21, 2000 (File No. 005-56295)). D. Form of Counterpart to Shareholders' Agreement for non-individual former owners of Hull and Associates, L.L.C. (incorporated by reference to Exhibit K to Amendment No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)). E. 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)).
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