-----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, RkSpbByuc25LfA905jFvRjTSftnfutNZVAtse6XNcR47LcDr2hTmTYC28/se0Osi dePfydI+rJr2vDHuR8lHyg== 0000950123-10-111606.txt : 20101207 0000950123-10-111606.hdr.sgml : 20101207 20101207172930 ACCESSION NUMBER: 0000950123-10-111606 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101207 DATE AS OF CHANGE: 20101207 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: 101238127 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 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: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 FORMER COMPANY: FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/ DATE OF NAME CHANGE: 20010104 SC 13D/A 1 y88202sc13dza.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 File No. 005-56295 ---------- SCHEDULE 13D/A (Rule 13d-101) Amendment No. 76 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. 200 West Street New York, New York 10282 Telephone: (212) 902-1000 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) November 25, 2010 (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.) 15,456,474 Voting Shares(2) held by Covered Persons NUMBER OF 7,892 Shared Ownership Shares held by Covered Persons(3) SHARES 43,435,722 Sixty Day Shares held by Covered Persons(4) BENEFICIALLY 2,886,769 Other Shares held by Covered Persons (5) OWNED BY ----------------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER (See Item 6) REPORTING PERSON As to Voting Shares, less than 1% WITH 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 61,786,857 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.16% - -------------------------------------------------------------------------------- 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) 422,580 shares of Common Stock held by 38 private charitable foundations established by 36 Covered Persons; (ii) 2,344,792 shares of Common Stock held by certain family members of Covered Persons and by certain estate planning entities established by Covered Persons; (iii) 118,699 shares of Common Stock held in escrow for the benefit of certain Covered Persons; and (iv) 698 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 K. Barg 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. Boomaars 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 Sonjoy Chatterjee India
ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - -------------------------- ------------------ R. Martin Chavez Martin Cher Singapore 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 Jeffrey R. Currie John P. Curtin, Jr. 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
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ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - -------------------------- ------------------ Jason H. Ekaireb UK Kathleen G. Elsesser 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 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 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 Bruce A. Heyman Stephen P. Hickey Martin Hintze Germany Kenneth L. Hirsch Kenneth W. Hitchner Todd Hohman Simon N. Holden UK Margaret J. Holen Philip Holzer Germany James P. Houghton UK 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 Pierre-Emmanuel Y. Juillard France Andrew J. Kaiser James C. Katzman Alan S. Kava Dimitrios Kavvathas Greece Kevin W. Kennedy 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 Michiel P. Lap The Netherlands John J. Lauto Brian J. Lee George C. Lee Gregory D. Lee Australia Ronald Lee 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
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ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - -------------------------- ------------------ Allan S. Levine Brian T. Levine Jack Levy Gwen R. Libstag Ryan D. Limaye 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 David M. Marcinek Serge Marquie France Alison J. Mass Blake W. Mather Kathy M. Matsui George N. Mattson Alastair J.C. Maxwell UK John J. McCabe Stephen J. McGuinness John J. McGuire, Jr. John W. McMahon James A. McNamara Robert A. McTamaney Sanjeev K. Mehra 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 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
ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - -------------------------- ------------------ Anthony Noto 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 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 Jeffrey A. Resnick Michael J. Richman Michael Rimland Luigi G. Rizzo Italy John F. W. Rogers Scott A. Romanoff 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
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ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - -------------------------- ------------------ 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 Edward M. Siskind Marshall Smith Sarah E. Smith UK David M. Solomon Theodore T. Sotir 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 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 Massimo Tononi Italy David G. Torrible Canada/UK Frederick Towfigh Michael A. Troy
ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - -------------------------- ------------------ 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 John E. Waldron Paul Walker Theodore T. Wang China Alasdair J. Warren UK John S. Weinberg Martin M. Werner Mexico Matthew Westerman UK Elisha Wiesel C. Howard Wietschner Susan A. Willetts John S. Willian Andrew F. Wilson New Zealand Dominic A. Wilson UK Steve Windsor UK Michael K. Wise Samuel J. Wisnia France Martin Wiwen-Nilsson Sweden Andrew E. Wolff Tracy R. Wolstencroft Jon A. Woodruff 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
-6- REPORTING ENTITIES
ITEM 1 ITEM 6 NAME OF ESTABLISHING NAME OF ENTITY TYPE OF ENTITY PLACE OF ORGANIZATION COVERED PERSON - -------------- -------------- --------------------- --------------------------- Anahue Limited Corporation Jersey Andrew A. Chisholm 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 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. 76 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. 76 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 200 West Street, New York, New York 10282. 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 an Amended and Restated Shareholders' Agreement, originally dated as of May 7, 1999 and amended and restated effective as of January 22, 2010 (as amended from time to time, the "Shareholders' Agreement"). This filing is being made on behalf of all of the Covered Persons, and their agreement that this filing may be so made is contained in the Shareholders' Agreement. Appendix A hereto also provides the citizenship of each Covered Person. Each Covered Person is a Participating Managing Director (as defined in Item 6 below) employed by GS Inc. or one of its affiliates. GS Inc. is a global investment banking, securities and investment management firm. The business address of each Covered Person for purposes of this Schedule is 200 West Street, New York, New York 10282. Each entity listed on Appendix A under "Reporting Entities" (each a "Reporting Entity") is a trust or corporation created by or for a Covered Person for estate planning purposes. Each Reporting Entity is controlled by a Covered Person. The name, citizenship, business address and present principal occupation or employment of each of the directors and executive officers of each Reporting Entity that is a corporation (other than the Covered Person that established the Reporting Entity) are set forth in Annex A hereto. The business address of each Reporting Entity for purposes of this Schedule is: (i) in the case of entities organized in Jersey or under the laws of the United Kingdom, 26 New Street, St. Helier, Jersey, JE2 3RA; and (ii) in the case of entities organized in the Cayman Islands, P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. (d), (e) Except as described in Annex A or Annex B, during the last five years no Covered Person and, to the best knowledge of the Covered Persons, no executive officer or director of a Reporting Entity, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding or a judicial or administrative body of competent jurisdiction resulting in such Covered Person or executive officer or director being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Covered Persons have acquired and will acquire shares of Common Stock in the following manners: (i) the former profit participating limited partners active in the business of The Goldman Sachs Group, L.P. ("Group L.P.") (the "IPO PMDs") acquired certain shares of Common Stock in exchange for their interests in Group L.P. and certain of its affiliates and investee corporations; (ii) the former owners (the "Acquisition Covered Persons") of Hull and Associates, L.L.C. ("Hull") acquired certain shares of Common Stock in exchange for their interests in Hull; and (iii) certain Covered Persons have acquired and will acquire beneficial ownership of certain shares of Common Stock in connection with GS Inc.'s initial public offering and/or pursuant to GS Inc.'s employee compensation, benefit or similar plans. The Reporting Entities have acquired and may in the future acquire beneficial ownership of shares of Common Stock as contributions or gifts made by Covered Persons. Covered Persons may from time to time acquire shares of Common Stock for investment purposes. Such Common Stock may be acquired with personal funds of or funds borrowed by such Covered Person. -8- ITEM 4. PURPOSE OF TRANSACTIONS The Covered Persons, other than the Acquisition Covered Persons, acquired certain shares of Common Stock in connection with the succession of GS Inc. to the business of Group L.P. and GS Inc.'s initial public offering and/or through certain employee compensation, benefit or similar plans of GS Inc. The Acquisition Covered Persons acquired certain shares of Common Stock in connection with the acquisition by GS Inc. of Hull and through certain employee compensation, benefit or similar plans of GS Inc. The Reporting Entities acquired shares of Common Stock as contributions or gifts made by Covered Persons. Covered Persons may from time to time acquire shares of Common Stock for investment purposes. Except as described herein and in Annex C and except for the acquisition by Covered Persons or their Reporting Entities of Common Stock pursuant to employee compensation, benefit or similar plans of GS Inc. in the future or as described above, none of the Covered Persons has any plans or proposals which relate to or would result in the acquisition of additional Common Stock by them or their Reporting Entities or any of the other events described in Item 4(a) through 4(j). Each Covered Person is expected to evaluate on an ongoing basis GS Inc.'s financial condition and prospects and his or her interests in and with respect to GS Inc. Accordingly, each Covered Person may change his or her plans and intentions at any time and from time to time. In particular, each Covered Person or Reporting Entity may at any time and from time to time acquire or dispose of shares of Common Stock. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Rows (11) and (13) of the cover page to this Schedule and Appendix A are hereby incorporated by reference. Each Covered Person hereby disclaims beneficial ownership of any shares of Common Stock held by any other Covered Person. Except as described in Annex D, none of the shares of Common Stock reported in rows (11) and (13) of the cover page to this Schedule and Appendix A are shares as to which there is a right to acquire exercisable within 60 days. (b) Rows (7) through (10) of the cover page to this Schedule set forth for each Covered Person and Reporting Entity: the percentage range of Voting Shares, Shared Ownership Shares, Sixty Day Shares and Other Shares (each as defined on the cover page hereof) as to which there is sole power to vote or direct the vote or to dispose or direct the disposition or shared power to vote or direct the vote or to dispose or direct the disposition. The power to vote Voting Shares by Covered Persons is shared with each other Covered Person, as described below in response to Item 6. Each Covered Person hereby disclaims beneficial ownership of any shares of Common Stock held by any other Covered Person. (c) Except as described in Annex E or previously reported on Schedule 13D, no Covered Person or Reporting Entity has effected any transactions in Common Stock in the 60 days preceding November 25, 2010. (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. References to the "board of directors" are to the board of directors of GS Inc. The Covered Persons under the Shareholders' Agreement include all Managing Directors of GS Inc. who participate in the GS Inc. Partner Compensation Plan or Restricted Partner Compensation Plan (each as defined in the Shareholders' Agreement) or any other employee benefit plan specified by the Shareholders' Committee described below under "Information Regarding the Shareholders' Committee" (the "Participating Managing Directors"). -9- The "Voting Shares" include all of the shares of Common Stock of which a Covered Person (or, in approved cases, his or her spouse or domestic partner) 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); provided, that with respect to 2009 year-end equity awards granted in accordance with the equity deferral table approved by the board of directors or its Compensation Committee, such number shall equal 30% of the Covered Shares relating thereto (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 or domestic partner 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, 4,186,188 shares of Common Stock are subject to the Transfer Restrictions as of November 25, 2010. 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. -10- 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. -11- PLEDGE AGREEMENTS Certain Covered Persons have pledged in the aggregate 546,500 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 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, dated as of June 19, 2000 (the "EMD Supplement"), which supplements the Registration Rights Instrument, dated as of December 10, 1999 (the "Registration Rights Instrument"). The following is a description of the Registration Rights Instrument, as supplemented by the EMD Supplement. The Registration Rights Instrument and the EMD Supplement are filed as Exhibits to this Schedule, and the following summary of these agreements is qualified in its entirety by reference thereto. Pursuant to the Registration Rights Instrument and the EMD Supplement, GS Inc. has agreed to pay all of the fees and expenses relating to the registered offering of shares of Common Stock held by the Former Employee Managing Directors, other than any agency fees and commissions or underwriting commissions or discounts or any transfer taxes incurred by the Former Employee Managing Directors in connection with the sales. GS Inc. also has agreed to indemnify the Former Employee Managing Directors against certain liabilities, including those arising under the Securities Act. DERIVATIVE INSTRUMENTS Certain Covered Persons have entered into derivative transactions with regard to shares of Common Stock as described in Annex F. -12- MATERIAL TO BE FILED AS EXHIBITS
Exhibit Description - ------- ----------- A. Registration Rights Instrument, dated as of December 10, 1999 (incorporated by reference to Exhibit G to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)). B. 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)). C. 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)). D. 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)). E. 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)). F. 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)). G. 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)). H. 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)). I. Amended and Restated Shareholders' Agreement, effective as of January 22, 2010 (incorporated by reference to Exhibit 10.6 to GS Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (File No. 001-14965)). J. Form of Letter Agreement, dated September 28, 2008, between certain Covered Persons and GS 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 STATE COMMON STOCK OF THE LAWS WITHIN THE GOLDMAN SACHS NAME CITIZENSHIP BUSINESS ADDRESS PRESENT EMPLOYMENT LAST FIVE YEARS GROUP, INC. - ---- ----------- ------------------- ------------------- ---------------- ------------------- Steven M. Bunson USA 200 West Street Managing Director, None Less than 1% of the New York, NY The Goldman Sachs outstanding shares 10282 Group, Inc. 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 18,472,993 shares of Common Stock are deliverable to Covered Persons upon the exercise of stock options that have vested and are exercisable. An additional 13,884,850 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 24, 2011. On or about January 24, 2011, 11,077,879 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 25, 2010. 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. -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. On October 20, 2010 and November 8, 2010, an aggregate of 31,650 shares of Common Stock underlying restricted stock units were delivered to Covered Persons and became Voting Shares. 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:
NUMBER OF PRICE PER COVERED PERSON TRADE DATE SHARES SHARE (IN $) - -------------- ----------------- --------- ------------ David J. Greenwald October 15, 2010 1,000 150.0000 Edward G. Hadden October 15, 2010 1,100 145.0000 Jeffrey A. Resnick October 15, 2010 2,500 150.0000 Alasdair J. Warren October 20, 2010 3,128 157.0495 Allan S. Levine October 20, 2010 1,625 159.0135 C. Howard Wietschner October 20, 2010 100 155.5000 C. Howard Wietschner October 20, 2010 100 156.0000 Daisuke Toki October 20, 2010 450 156.0000 David A. Lehman October 20, 2010 10 159.9000 David A. Lehman October 20, 2010 10 159.9100 David A. Lehman October 20, 2010 30 159.8200 David A. Lehman October 20, 2010 36 159.8300 David A. Lehman October 20, 2010 50 159.9100 David A. Lehman October 20, 2010 50 159.9100 David A. Lehman October 20, 2010 70 159.8300 David A. Lehman October 20, 2010 90 159.9400 David A. Lehman October 20, 2010 100 159.6900 David A. Lehman October 20, 2010 100 159.6650 David A. Lehman October 20, 2010 100 159.6500 David A. Lehman October 20, 2010 100 159.7400 David A. Lehman October 20, 2010 100 159.7400 David A. Lehman October 20, 2010 100 159.7400 David A. Lehman October 20, 2010 100 159.7400 David A. Lehman October 20, 2010 100 159.7400 David A. Lehman October 20, 2010 100 159.7400 David A. Lehman October 20, 2010 100 159.7700 David A. Lehman October 20, 2010 100 159.7700 David A. Lehman October 20, 2010 100 159.6800 David A. Lehman October 20, 2010 100 159.6800 David A. Lehman October 20, 2010 100 159.6850 David A. Lehman October 20, 2010 100 159.8000 David A. Lehman October 20, 2010 100 159.7100 David A. Lehman October 20, 2010 100 159.7300 David A. Lehman October 20, 2010 100 159.7350 David A. Lehman October 20, 2010 100 159.7100 David A. Lehman October 20, 2010 100 159.7100 David A. Lehman October 20, 2010 100 159.7100 David A. Lehman October 20, 2010 100 159.8900 David A. Lehman October 20, 2010 100 159.9000 David A. Lehman October 20, 2010 100 159.8900
-18-
NUMBER OF PRICE PER COVERED PERSON TRADE DATE SHARES SHARE (IN $) - -------------- ----------------- --------- ------------ David A. Lehman October 20, 2010 100 159.9100 David A. Lehman October 20, 2010 100 159.9000 David A. Lehman October 20, 2010 100 159.9000 David A. Lehman October 20, 2010 100 159.9000 David A. Lehman October 20, 2010 100 159.9000 David A. Lehman October 20, 2010 100 159.9300 David A. Lehman October 20, 2010 100 159.9200 David A. Lehman October 20, 2010 100 159.8900 David A. Lehman October 20, 2010 100 159.9100 David A. Lehman October 20, 2010 100 159.9100 David A. Lehman October 20, 2010 100 159.9100 David A. Lehman October 20, 2010 100 159.9100 David A. Lehman October 20, 2010 100 159.9100 David A. Lehman October 20, 2010 100 159.9200 David A. Lehman October 20, 2010 100 159.9000 David A. Lehman October 20, 2010 100 159.9000 David A. Lehman October 20, 2010 100 159.8800 David A. Lehman October 20, 2010 100 159.9300 David A. Lehman October 20, 2010 100 159.8900 David A. Lehman October 20, 2010 100 159.8900 David A. Lehman October 20, 2010 100 159.9300 David A. Lehman October 20, 2010 100 159.9300 David A. Lehman October 20, 2010 100 159.9000 David A. Lehman October 20, 2010 100 159.9100 David A. Lehman October 20, 2010 100 159.9000 David A. Lehman October 20, 2010 100 159.9000 David A. Lehman October 20, 2010 100 159.9000 David A. Lehman October 20, 2010 100 159.9000 David A. Lehman October 20, 2010 100 159.9000 David A. Lehman October 20, 2010 100 159.8950 David A. Lehman October 20, 2010 100 159.8950 David A. Lehman October 20, 2010 100 159.8900 David A. Lehman October 20, 2010 100 159.9100 David A. Lehman October 20, 2010 100 159.9200 David A. Lehman October 20, 2010 100 159.9250 David A. Lehman October 20, 2010 100 159.9300 David A. Lehman October 20, 2010 100 159.9300 David A. Lehman October 20, 2010 100 159.9100 David A. Lehman October 20, 2010 100 159.8400 David A. Lehman October 20, 2010 100 159.8550 David A. Lehman October 20, 2010 100 159.8200 David A. Lehman October 20, 2010 100 159.8200 David A. Lehman October 20, 2010 100 159.8600 David A. Lehman October 20, 2010 100 159.8600 David A. Lehman October 20, 2010 100 159.8500 David A. Lehman October 20, 2010 100 159.9350 David A. Lehman October 20, 2010 100 159.9000 David A. Lehman October 20, 2010 100 159.9100 David A. Lehman October 20, 2010 100 159.9350 David A. Lehman October 20, 2010 100 159.9100 David A. Lehman October 20, 2010 100 159.9100 David A. Lehman October 20, 2010 100 159.9000 David A. Lehman October 20, 2010 100 159.9000 David A. Lehman October 20, 2010 100 159.9000
-19-
NUMBER OF PRICE PER COVERED PERSON TRADE DATE SHARES SHARE (IN $) - -------------- ----------------- --------- ------------ David A. Lehman October 20, 2010 100 159.9100 David A. Lehman October 20, 2010 100 159.9400 David A. Lehman October 20, 2010 100 159.9400 David A. Lehman October 20, 2010 100 159.9450 David A. Lehman October 20, 2010 100 159.9000 David A. Lehman October 20, 2010 100 159.9100 David A. Lehman October 20, 2010 100 159.9100 David A. Lehman October 20, 2010 100 159.9200 David A. Lehman October 20, 2010 100 159.9500 David A. Lehman October 20, 2010 100 159.9100 David A. Lehman October 20, 2010 100 159.9100 David A. Lehman October 20, 2010 100 159.9200 David A. Lehman October 20, 2010 100 159.9100 David A. Lehman October 20, 2010 100 159.9100 David A. Lehman October 20, 2010 100 159.8900 David A. Lehman October 20, 2010 100 159.8900 David A. Lehman October 20, 2010 100 159.8900 David A. Lehman October 20, 2010 100 159.8900 David A. Lehman October 20, 2010 100 159.8900 David A. Lehman October 20, 2010 100 159.9000 David A. Lehman October 20, 2010 100 159.9000 David A. Lehman October 20, 2010 100 159.9100 David A. Lehman October 20, 2010 100 159.9000 David A. Lehman October 20, 2010 100 159.9000 David A. Lehman October 20, 2010 100 159.9000 David A. Lehman October 20, 2010 164 159.8200 David A. Lehman October 20, 2010 200 159.7300 David A. Lehman October 20, 2010 200 159.7300 David A. Lehman October 20, 2010 200 159.7600 David A. Lehman October 20, 2010 200 159.8000 David A. Lehman October 20, 2010 200 159.7200 David A. Lehman October 20, 2010 200 159.9000 David A. Lehman October 20, 2010 200 159.9200 David A. Lehman October 20, 2010 200 159.8400 David A. Lehman October 20, 2010 200 159.8600 David A. Lehman October 20, 2010 200 159.9000 David A. Lehman October 20, 2010 200 159.9100 David A. Lehman October 20, 2010 200 159.9100 David A. Lehman October 20, 2010 200 159.9000 David A. Lehman October 20, 2010 200 159.9000 David A. Lehman October 20, 2010 200 159.9100 David A. Lehman October 20, 2010 300 159.7300 David A. Lehman October 20, 2010 300 159.7400 David A. Lehman October 20, 2010 300 159.7600 David A. Lehman October 20, 2010 300 159.8000 David A. Lehman October 20, 2010 300 159.7100 David A. Lehman October 20, 2010 300 159.9200 David A. Lehman October 20, 2010 300 159.9500 David A. Lehman October 20, 2010 390 159.9000 David A. Lehman October 20, 2010 400 159.8000 David A. Lehman October 20, 2010 400 159.9000 David A. Lehman October 20, 2010 400 159.8200 David A. Lehman October 20, 2010 2,500 159.8200 David B. Philip October 20, 2010 1,500 155.5527
-20-
NUMBER OF PRICE PER COVERED PERSON TRADE DATE SHARES SHARE (IN $) - -------------- ----------------- --------- ------------ Elisha Wiesel October 20, 2010 2,592 158.0000 Elizabeth E. Robinson October 20, 2010 1,000 157.0150 Frank L. Coulson, Jr. October 20, 2010 1,000 159.2580 Gonzalo R. Garcia October 20, 2010 734 156.0000 Jane P. Chwick October 20, 2010 7,052 160.0000 John J. Lauto October 20, 2010 500 159.6000 John P. Curtin, Jr. October 20, 2010 6,500 160.0000 Kenneth L. Hirsch October 20, 2010 1,000 157.2850 Kevin S. Gasvoda October 20, 2010 1,000 159.1880 Lisa M. Shalett October 20, 2010 2,400 157.0000 Michael D. Daffey October 20, 2010 42,196 157.1498 Peter C. Aberg October 20, 2010 2,500 157.6812 Peter C. Enns October 20, 2010 150 156.7400 Richard A. Kimball, Jr. October 20, 2010 3,601 159.3372 Robert R. Gheewalla October 20, 2010 5,484 159.6251 Steve M. Scopellite October 20, 2010 2,000 159.0000 Buckley T. Ratchford October 21, 2010 7,609 161.0194 C. Howard Wietschner October 21, 2010 100 160.9700 Jeffrey R. Currie October 21, 2010 1,000 159.5700 John W. McMahon October 21, 2010 3,000 159.9983 Kenneth L. Hirsch October 21, 2010 1,000 160.1580 Mark F. Dehnert October 21, 2010 4,300 159.8000 Mark F. Dehnert October 21, 2010 4,337 159.2725 Paul R. Aaron October 21, 2010 1,000 159.6150 Simon P. Morris October 21, 2010 5,000 160.8743 Devesh P. Shah October 22, 2010 100 157.7500 Devesh P. Shah October 22, 2010 100 157.7500 Devesh P. Shah October 22, 2010 150 157.7500 Devesh P. Shah October 22, 2010 150 157.7500 Devesh P. Shah October 22, 2010 300 157.7500 Devesh P. Shah October 22, 2010 400 157.7500 Devesh P. Shah October 22, 2010 600 157.7500 Devesh P. Shah October 22, 2010 700 157.7500 Gordon E. Dyal October 22, 2010 27,238 158.0701 Lucas van Praag October 22, 2010 1,813 158.1359 Kevin W. Kennedy October 25, 2010 10,000 158.4864 Jason H. Ekaireb October 26, 2010 1,000 158.3770 Lisa M. Shalett October 26, 2010 2,337 157.8307 Benjamin W. Ferguson October 27, 2010 1,500 157.0800 C. Howard Wietschner October 27, 2010 50 159.1100 C. Howard Wietschner October 27, 2010 50 159.2600 C. Howard Wietschner October 27, 2010 100 159.1100 Donald J. Duet October 27, 2010 91 160.0000 Donald J. Duet October 27, 2010 400 160.0000 Donald J. Duet October 27, 2010 1,509 160.0000 Edith A. Hunt October 27, 2010 2,000 158.5020 Elisha Wiesel October 27, 2010 864 160.2246 Jason H. Ekaireb October 27, 2010 1,000 158.7496 Jason H. Ekaireb October 27, 2010 1,174 159.2160 Jason M. Brown October 27, 2010 10,000 158.0000 Michael G. De Lathauwer October 27, 2010 5,000 158.9722 Theodore T. Sotir October 27, 2010 8,053 159.0703 Yoel Zaoui October 27, 2010 8,000 159.1463
-21-
NUMBER OF PRICE PER COVERED PERSON TRADE DATE SHARES SHARE (IN $) - -------------- ----------------- --------- ------------ Yoel Zaoui October 27, 2010 8,000 159.1263 Brian J. Lee October 28, 2010 100 163.5300 Brian J. Lee October 28, 2010 100 163.5300 Brian J. Lee October 28, 2010 100 163.5300 David C. Ryan October 28, 2010 1,603 161.0000 Gordon E. Dyal October 28, 2010 28,413 161.1905 Howard B. Schiller October 28, 2010 10,000 161.0000 John J. Lauto October 28, 2010 1,000 162.6000 Kevin S. Gasvoda October 28, 2010 1,000 163.0300 Edith A. Hunt October 29, 2010 1,000 163.0110 Elisha Wiesel October 29, 2010 864 162.7300 Martin Cher October 29, 2010 8,000 163.0000 C. Howard Wietschner November 1, 2010 100 162.4500 C. Howard Wietschner November 1, 2010 100 162.4600 Frank L. Coulson, Jr. November 1, 2010 1,000 162.2570 C. Howard Wietschner November 2, 2010 3 163.0000 C. Howard Wietschner November 2, 2010 50 162.2400 C. Howard Wietschner November 2, 2010 97 163.0000 C. Howard Wietschner November 2, 2010 100 162.2400 Marshall Smith November 2, 2010 100 162.8200 Marshall Smith November 2, 2010 100 162.8200 Marshall Smith November 2, 2010 100 162.8200 Marshall Smith November 2, 2010 100 162.8200 Marshall Smith November 2, 2010 100 162.7700 Marshall Smith November 2, 2010 100 162.7400 Marshall Smith November 2, 2010 100 162.7300 Marshall Smith November 2, 2010 100 162.7400 Marshall Smith November 2, 2010 200 162.7400 Martin Hintze November 2, 2010 567 162.6553 Benjamin W. Ferguson November 3, 2010 1,254 162.8200 C. Howard Wietschner November 3, 2010 123 162.2500 Denis P. Coleman III November 3, 2010 1,596 162.0424 Andrew E. Wolff November 4, 2010 1,200 165.9500 C. Howard Wietschner November 4, 2010 3 166.0000 C. Howard Wietschner November 4, 2010 50 164.8900 C. Howard Wietschner November 4, 2010 50 165.0000 C. Howard Wietschner November 4, 2010 97 166.0000 C. Howard Wietschner November 4, 2010 100 163.4900 C. Howard Wietschner November 4, 2010 100 163.4900 C. Howard Wietschner November 4, 2010 100 164.8900 C. Howard Wietschner November 4, 2010 100 165.1300 C. Howard Wietschner November 4, 2010 100 165.0000 David B. Philip November 4, 2010 1,500 164.9060 Elisha Wiesel November 4, 2010 1,728 165.4329 Howard B. Schiller November 4, 2010 10,000 165.0521 John J. Lauto November 4, 2010 500 165.6000 Julian Salisbury November 4, 2010 3,690 164.8382 Marshall Smith November 4, 2010 100 164.9200 Marshall Smith November 4, 2010 100 164.9200 Marshall Smith November 4, 2010 800 164.9200 Martin Hintze November 4, 2010 219 163.7283 Martin Hintze November 4, 2010 400 166.0000 Martin Wiwen-Nilsson November 4, 2010 2,471 166.0000 Michael Rimland November 4, 2010 5,000 165.8746
-22-
NUMBER OF PRICE PER COVERED PERSON TRADE DATE SHARES SHARE (IN $) - -------------- ----------------- --------- ------------ Paul R. Aaron November 4, 2010 1,000 166.2000 Steve M. Scopellite November 4, 2010 2,000 164.0000 Allan S. Levine November 5, 2010 559 170.2043 Antigone Loudiadis November 5, 2010 4,000 170.0000 Brian J. Lee November 5, 2010 50 170.8550 Brian J. Lee November 5, 2010 100 170.8200 Brian J. Lee November 5, 2010 100 170.8550 Brian J. Lee November 5, 2010 200 170.8400 C. Howard Wietschner November 5, 2010 100 168.3700 C. Howard Wietschner November 5, 2010 100 170.0000 Edith A. Hunt November 5, 2010 1,000 167.9320 Elisha Wiesel November 5, 2010 2,601 168.5783 Elizabeth E. Robinson November 5, 2010 956 168.0126 George N. Mattson November 5, 2010 4,084 170.1253 Gregg R. Lemkau November 5, 2010 6,615 166.7663 Ivan Ross November 5, 2010 500 170.7160 Jeffrey M. Moslow November 5, 2010 1,391 169.9301 Jeffrey M. Moslow November 5, 2010 1,609 169.9306 John J. Lauto November 5, 2010 712 167.6000 Marshall Smith November 5, 2010 100 170.7200 Marshall Smith November 5, 2010 100 170.7100 Marshall Smith November 5, 2010 200 170.7100 Marshall Smith November 5, 2010 200 170.7100 Marshall Smith November 5, 2010 400 170.7100 Martin Hintze November 5, 2010 600 169.8850 Martin Hintze November 5, 2010 600 169.8850 Michael Rimland November 5, 2010 33 170.0000 Michael Rimland November 5, 2010 33 170.0000 Michael Rimland November 5, 2010 50 170.0000 Michael Rimland November 5, 2010 67 170.0000 Michael Rimland November 5, 2010 100 170.0000 Michael Rimland November 5, 2010 100 170.0000 Michael Rimland November 5, 2010 167 170.0000 Michael Rimland November 5, 2010 167 170.0000 Michael Rimland November 5, 2010 200 170.0000 Michael Rimland November 5, 2010 200 170.0000 Michael Rimland November 5, 2010 200 170.0000 Michael Rimland November 5, 2010 333 170.0000 Michael Rimland November 5, 2010 500 170.0000 Paul R. Aaron November 5, 2010 934 170.3318 Simon P. Morris November 5, 2010 5,000 170.0453 Steve M. Scopellite November 5, 2010 2,000 170.0000 Thomas W. Cornacchia November 5, 2010 5,000 170.0000 W. Thomas York, Jr. November 5, 2010 2,000 170.2835 Yoel Zaoui November 5, 2010 16,295 170.1618 Andrew F. Wilson November 8, 2010 1,500 170.1000 Howard B. Schiller November 8, 2010 5,000 169.6042 Jason M. Brown November 8, 2010 3,868 170.1000 John J. Vaske November 8, 2010 994 170.2933 Julian R. Metherell November 8, 2010 3,152 169.6884 Kevin S. Gasvoda November 8, 2010 1,000 170.2010 Michael G. De Lathauwer November 8, 2010 5,000 169.6129 Richard M. Ruzika November 8, 2010 20,000 170.0000 Steve M. Scopellite November 8, 2010 1,858 170.1174
-23-
NUMBER OF PRICE PER COVERED PERSON TRADE DATE SHARES SHARE (IN $) - -------------- ----------------- --------- ------------ Edith A. Hunt November 9, 2010 1,000 169.7700 Linnea K. Roberts November 9, 2010 3,000 168.0647 Martin R. Devenish November 9, 2010 4,200 169.7860 Gregory D. Lee November 11, 2010 1,200 167.9358 Antigone Loudiadis November 15, 2010 7,500 167.0810 Antigone Loudiadis November 15, 2010 7,516 167.0000 Frank L. Coulson, Jr. November 15, 2010 1,000 168.4590 Brian J. Lee November 18, 2010 100 167.9700 Brian J. Lee November 18, 2010 100 167.9700 Brian J. Lee November 18, 2010 100 167.9700 C. Howard Wietschner November 18, 2010 89 167.9900 W. Thomas York, Jr. November 18, 2010 1,000 168.6170 C. Howard Wietschner November 19, 2010 200 160.0000 C. Howard Wietschner November 19, 2010 200 155.0000 Daisuke Toki November 24, 2010 450 158.7400 Dean C. Backer November 24, 2010 5,000 159.8880 Frank L. Coulson, Jr. November 24, 2010 1,000 159.8569 Ivan Ross November 24, 2010 1,000 159.7510 John F. W. Rogers November 24, 2010 5,000 159.8931 John J. Vaske November 24, 2010 2,000 160.1915
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:
NUMBER OF PRICE PER COVERED PERSON TRADE DATE SHARES SHARE (IN $) - -------------- ----------------- --------- ------------ Paula B. Madoff October 21, 2010 600 160.1050 Kevin A. Quinn October 21, 2010 137 160.3200 Celeste A. Guth October 28, 2010 330 161.5709 Simon N. Holden October 29, 2010 120 162.7500 Kevin A. Quinn November 1, 2010 293 161.9400 Simon N. Holden November 1, 2010 8 162.2600 Tracy R. Wolstencroft November 17, 2010 5,000 165.4646 Rumiko Hasegawa November 18, 2010 31 165.6000
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:
NUMBER OF PRICE PER COVERED PERSON TRADE DATE SHARES SHARE (IN $) - -------------- ----------------- --------- ------------ Andrew M. Gordon October 20, 2010 639 157.6347 Gene T. Sykes November 2, 2010 5,000 162.4483 Gene T. Sykes November 4, 2010 5,000 163.5034 Gene T. Sykes November 4, 2010 5,000 164.7526 Gene T. Sykes November 15, 2010 5,000 167.8108
-24- 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 OF PRICE PRICE OF SHARES SHARES COVERED PERSON DATE OF EXERCISE OPTIONS (IN $) (IN $) SOLD RETAINED - -------------- ----------------- ------- ------ -------- --------- --------- Abby Joseph Cohen October 20, 2010 5,000 82.875 159.8000 5,000 0 Brian J. Lee October 20, 2010 500 91.61 159.6600 500 0 Brian J. Lee October 20, 2010 1,257 78.87 159.6428 1,257 0 David C. Ryan October 20, 2010 6,828 82.875 157.0800 6,828 0 David J. Greenwald October 20, 2010 500 82.875 157.0400 500 0 Denis P. Coleman III October 20, 2010 174 82.875 160.0000 174 0 Elizabeth C. Fascitelli October 20, 2010 6,306 82.875 159.0606 6,306 0 Gene T. Sykes October 20, 2010 12,000 82.875 159.8943 12,000 0 John P. Curtin Jr. October 20, 2010 7,869 82.875 158.7005 7,869 0 Kevin A. Quinn October 20, 2010 2,000 82.875 159.1601 2,000 0 Laura C. Conigliaro October 20, 2010 5,000 91.61 159.2760 5,000 0 Martin M. Werner October 20, 2010 1,059 82.875 157.3900 1,059 0 Masanori Mochida October 20, 2010 54,351 82.875 156.0000 54,351 0 Michael G. De Lathauwer October 20, 2010 932 82.875 156.0000 932 0 Michael G. De Lathauwer October 20, 2010 5,374 82.875 156.0000 5,374 0 Rumiko Hasegawa October 20, 2010 3,435 82.875 156.0000 3,435 0 Victor M. Lopez-Balboa October 20, 2010 13,086 82.875 157.9033 13,086 0 W. Thomas York, Jr. October 20, 2010 2,000 82.875 160.0860 2,000 0 Gene T. Sykes October 21, 2010 12,000 82.875 159.4088 12,000 0 Jean Raby October 21, 2010 300 82.875 160.0000 300 0 Jeffrey B. Goldenberg October 21, 2010 6,000 82.875 159.6109 6,000 0 Paula B. Madoff October 21, 2010 1,500 82.875 160.0027 1,500 0 Paula B. Madoff October 21, 2010 7,197 78.87 160.0018 7,197 0 Wassim G. Younan October 21, 2010 1,826 82.875 159.4135 1,826 0 Wassim G. Younan October 21, 2010 5,002 82.875 159.5100 5,002 0 Diego De Giorgi October 25, 2010 2,465 91.61 156.6248 2,465 0 Diego De Giorgi October 25, 2010 3,667 91.61 156.6203 3,667 0 Robert A. Berry October 25, 2010 3,696 82.875 156.6534 3,696 0 Abby Joseph Cohen October 26, 2010 7,836 82.875 157.8361 7,836 0 Paul D. Bernard October 26, 2010 3,696 82.875 158.3646 3,696 0 Paul D. Bernard October 26, 2010 5,628 91.61 158.2117 5,628 0 Christopher A. Cole October 27, 2010 5,000 91.61 160.0000 5,000 0 Jeffrey B. Goldenberg October 27, 2010 3,000 82.875 160.2836 3,000 0 Kevin A. Quinn October 27, 2010 2,000 82.875 160.2000 2,000 0 Stuart N. Bernstein October 27, 2010 500 91.61 160.0000 500 0 Stuart N. Bernstein October 27, 2010 500 91.61 158.9200 500 0 Stuart N. Bernstein October 27, 2010 500 91.61 159.5000 500 0 W. Thomas York, Jr. October 27, 2010 3,000 82.875 159.1424 3,000 0 Abby Joseph Cohen October 28, 2010 5,000 82.875 162.8000 5,000 0 Abby Joseph Cohen October 28, 2010 5,000 82.875 161.0000 5,000 0 Celeste A. Guth October 28, 2010 6,006 96.08 160.8041 6,006 0 Christopher A. Cole October 28, 2010 5,000 91.61 162.0000 5,000 0 Henry Cornell October 28, 2010 9,555 82.875 163.6128 9,555 0 Jeffrey B. Goldenberg October 28, 2010 3,000 82.875 163.0003 3,000 0 Laura C. Conigliaro October 28, 2010 5,000 91.61 161.6028 5,000 0 Stuart N. Bernstein October 28, 2010 500 91.61 161.0000 500 0
-25-
NUMBER STRIKE SALES NUMBER NUMBER OF OF PRICE PRICE OF SHARES SHARES COVERED PERSON DATE OF EXERCISE OPTIONS (IN $) (IN $) SOLD RETAINED - -------------- ----------------- ------- ------ -------- --------- --------- Harvey M. Schwartz* October 29, 2010 113 82.875 162.2700 0 113 Kevin A. Quinn October 29, 2010 2,174 82.875 162.6373 2,174 0 Simon N. Holden October 29, 2010 2,115 82.875 162.4628 2,115 0 David J. Greenwald November 2, 2010 1,000 91.61 162.4140 1,000 0 Han Song Zhu November 2, 2010 123 82.875 162.0800 123 0 Jean Raby November 3, 2010 457 82.875 162.1609 457 0 Christopher A. Cole November 4, 2010 2,500 91.61 163.6800 2,500 0 Christopher A. Cole November 4, 2010 2,500 91.61 165.8832 2,500 0 Christopher A. Cole November 4, 2010 5,000 91.61 165.0000 5,000 0 Gene T. Sykes November 4, 2010 12,000 82.875 164.7858 12,000 0 Henry Cornell November 4, 2010 9,000 82.875 163.3112 9,000 0 Jeffrey B. Goldenberg November 4, 2010 2,000 82.875 166.1700 2,000 0 Jeffrey B. Goldenberg November 4, 2010 3,000 82.875 163.3932 3,000 0 Krishna S. Rao November 4, 2010 48 82.875 163.6800 37 11 Laura C. Conigliaro November 4, 2010 3,000 91.61 164.8207 3,000 0 Laura C. Conigliaro November 4, 2010 5,000 91.61 163.3178 5,000 0 Stuart N. Bernstein November 4, 2010 263 91.61 164.7228 263 0 Stuart N. Bernstein November 4, 2010 500 91.61 165.0000 500 0 Abby Joseph Cohen November 5, 2010 2,577 91.61 166.8000 2,577 0 Abby Joseph Cohen November 5, 2010 3,000 91.61 168.8000 3,000 0 C. Howard Wietschner November 5, 2010 1,700 91.61 168.0000 1,700 0 Christopher A. Cole November 5, 2010 5,000 91.61 170.0000 5,000 0 Christopher A. Cole November 5, 2010 5,000 91.61 171.1220 5,000 0 David J. Greenwald November 5, 2010 800 91.61 169.9700 800 0 Henry Cornell November 5, 2010 9,000 82.875 170.1926 9,000 0 Jeffrey B. Goldenberg November 5, 2010 2,000 82.875 170.0000 2,000 0 Laura C. Conigliaro November 5, 2010 5,930 91.61 169.2711 5,930 0 Orit Freedman Weissman November 5, 2010 8,148 91.61 166.2000 8,148 0 Valentino D. Carlotti November 5, 2010 2,220 82.875 170.5600 2,220 0 Daisuke Toki November 15, 2010 1,828 82.875 165.6610 1,263 565 Howard B. Schiller November 15, 2010 20,000 91.61 168.0000 20,000 0 Jeffrey B. Goldenberg November 15, 2010 2,500 82.875 167.0000 2,500 0 Jin Yong Cai November 15, 2010 807 82.875 165.7885 807 0 Christopher A. Cole November 18, 2010 5,000 91.61 168.0004 5,000 0 Gene T. Sykes November 18, 2010 11,952 82.875 168.2716 11,952 0 Henry Cornell November 18, 2010 4,500 82.875 168.1615 4,500 0 Jeffrey B. Goldenberg November 18, 2010 2,383 82.875 168.5407 2,383 0 Milton R. Berlinski* November 22, 2010 45,258 82.875 161.3100 0 45,258 Henry Cornell November 23, 2010 4,500 82.875 160.4528 4,500 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:
NUMBER OF ACQUISITION OR COVERED PERSON TRANSFER DATE SHARES DISPOSITION - -------------- ----------------- --------- -------------- Timothy J. Ingrassia October 20, 2010 1,588 Disposition Michael J. Carr October 21, 2010 1,600 Disposition Kevin W. Kennedy October 21, 2010 20,000 Disposition Robert C. King Jr. October 25, 2010 4,000 Disposition Frank L. Coulson, Jr. October 28, 2010 2,533 Disposition
-26-
NUMBER OF ACQUISITION OR COVERED PERSON TRANSFER DATE SHARES DISPOSITION - -------------- ----------------- --------- -------------- Kevin W. Kennedy October 28, 2010 10,000 Disposition Joseph H. Gleberman November 1, 2010 7,500 Disposition Richard A. Friedman November 5, 2010 30,000 Disposition Linnea K. Roberts November 9, 2010 693 Disposition Armen A. Avanessians November 23, 2010 1,040 Disposition Armen A. Avanessians November 24, 2010 12,530 Disposition
-27- ANNEX F ITEM 6. DESCRIPTION OF POSITIONS IN DERIVATIVE INSTRUMENTS OF COVERED PERSONS OR REPORTING ENTITIES. The following Covered Persons or Reporting Entities have written or purchased American-style standardized call options or put options on Voting Shares with the following terms:
STRIKE INSTRUMENT AND NUMBER OF PRICE COVERED PERSON POSITION SHARES (IN $) MATURITY DATE - -------------- -------------- --------- ------ ----------------- Andrea A. Vittorelli Call Written 1,700 170 December 18, 2010 C. Howard Wietschner Call Written 500 150 December 18, 2010 C. Howard Wietschner Call Written 600 155 December 18, 2010 Justin G. Gmelich Call Written 15,000 160 December 18, 2010 David H. Voon Call Written 2,000 160 January 22, 2011 David H. Voon Call Written 1,100 165 January 22, 2011 David J. Greenwald Call Written 3,000 160 January 22, 2011 David J. Greenwald Call Written 2,000 170 January 22, 2011 Edward G. Hadden Call Written 7,100 165 January 22, 2011 Francois-Xavier de Mallmann Call Written 3,000 170 January 22, 2011 Francois-Xavier de Mallmann Call Written 3,000 175 January 22, 2011 Gregory A. Agran Call Written 7,100 160 January 22, 2011 Gwen R. Libstag* Call Written 10,000 180 January 22, 2011 James R. Garman Call Written 1,700 170 January 22, 2011 Jeffrey A. Resnick Call Written 2,500 160 January 22, 2011 Johannes M. Boomaars Call Written 2,700 175 January 22, 2011 John A. Ashdown Call Written 8,000 160 January 22, 2011 Lik Shuen David Chan Call Written 11,700 155 January 22, 2011 Michael J. Carr Call Written 17,000 170 January 22, 2011 Michael J. Graziano Call Written 5,000 160 January 22, 2011 Robert A. Berry Call Written 5,000 170 January 22, 2011 Timur F. Galen Call Written 3,300 180 January 22, 2011 David J. Greenwald Call Written 1,000 170 April 16, 2011 Hughes B. Lepic Call Written 50,000 170 April 16, 2011 John A. Ashdown Call Written 5,000 170 April 16, 2011 Timur F. Galen Call Written 3,300 180 April 16, 2011 Muneer A. Satter Put Purchased 300 90 January 21, 2012 Muneer A. Satter* Put Purchased 300 90 January 21, 2012 Muneer A. Satter* Put Purchased 300 90 January 21, 2012 Muneer A. Satter* Put Purchased 400 90 January 21, 2012 Muneer A. Satter* Put Purchased 100 90 January 21, 2012 Muneer A. Satter* Put Purchased 300 90 January 21, 2012 Muneer A. Satter* Put Purchased 300 90 January 21, 2012 Muneer A. Satter* Put Purchased 100 90 January 21, 2012 Peter C. Aberg Call Written 3,000 220 January 19, 2013 Peter C. Aberg Call Written 7,000 200 January 19, 2013
* This transaction was conducted through an estate planning entity and relates to Other Shares. -28- 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 7, 2010 By: /s/ Beverly L. O'Toole ------------------------------------ Name: Beverly L. O'Toole Title: Attorney-in-Fact -29- 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. 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)). C. 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)). D. 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)). E. 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)). F. 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)). G. 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)). H. 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)). I. Amended and Restated Shareholders' Agreement, effective as of January 22, 2010 (incorporated by reference to Exhibit 10.6 to GS Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (File No. 001-14965)). J. Form of Letter Agreement, dated September 28, 2008, between certain Covered Persons and GS 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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