0001193125-12-009393.txt : 20120111 0001193125-12-009393.hdr.sgml : 20120111 20120111171353 ACCESSION NUMBER: 0001193125-12-009393 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120111 DATE AS OF CHANGE: 20120111 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: 12522650 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 d281285dsc13da.txt SCHEDULE 13D/A AMENDMENT NO. 79 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 File No. 005-56295 --------------------- SCHEDULE 13D/A (Rule 13d-101) Amendment No. 79 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) January 1, 2012 ----------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. (Continued on following pages) ================================================================================ ------------------------ CUSIP NO. 38141G 10 4 13D ------------------------ -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: Each of the persons identified on Appendix A. -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP As to a group consisting solely of Covered Persons(1) (a) [x] As to a group consisting of persons other than Covered Persons (b) [x] -------------------------------------------------------------------------------- 3. SEC USE ONLY -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: OO and PF (Applies to each person listed on Appendix A.) -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [ ] TO ITEM 2(d) OR 2(e) (Applies to each person listed on Appendix A.) -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States unless otherwise indicated on Appendix A. -------------------------------------------------------------------------------- 7. SOLE VOTING POWER: 0 ----------------------------------------------------------------- NUMBER OF 8. SHARED VOTING POWER (See Item 6) (Applies to each person SHARES listed on Appendix A.) BENEFICIALLY 19,977,496 Voting Shares(2) held by Covered Persons OWNED BY 4,092 Shared Ownership Shares held by Covered Persons(3) EACH 44,187,658 Sixty Day Shares held by Covered Persons(4) REPORTING 3,594,798 Other Shares held by Covered Persons (5) PERSON ----------------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER (See Item 6) As to Voting Shares, less than 1% As to Shared Ownership Shares, Sixty Day Shares and Other Shares, 0 ----------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER (See Item 6): As to Voting Shares, 0 As to Shared Ownership Shares, less than 0.01% As to Sixty Day Shares and Other Shares, less than 1%. -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 67,764,044 -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.79% -------------------------------------------------------------------------------- 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) 379,556 shares of Common Stock held by 20 private charitable foundations established by 19 Covered Persons; (ii) 3,211,942 shares of Common Stock held by certain family members of Covered Persons and by certain estate planning entities established by Covered Persons; and (iii) 3,300 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 Charles F. Adams Nick S. Advani UK Mark E. Agne Gregory A. Agran Raanan A. Agus Sanggyun Ahn Korea Philippe J. Altuzarra France William D. Anderson, Jr. Dalinc Ariburnu UK/Turkey Philip S. Armstrong UK Armen A. Avanessians Dean C. Backer Charles Baillie Steven K. Barg Scott B. Barringer Steven M. Barry Christopher M. Barter Stacy Bash-Polley Gareth W. Bater UK Jonathan A. Beinner Tracey E. Benford Milton R. Berlinski The Netherlands Philip R. Berlinski Belgium/USA Frances R. Bermanzohn Stuart N. Bernstein Robert A. Berry UK Avanish R. Bhavsar Lloyd C. Blankfein Dorothee Blessing Germany Vivek Bohra Oliver R. Bolitho UK Stefan R. Bollinger Switzerland Johannes M. Boomaars The Netherlands Robert D. Boroujerdi Alison L. Bott UK Patrick T. Boyle UK Sally A. Boyle UK Christoph M. Brand Germany Stephen Branton-Speak UK Anne F. Brennan Samuel S. Britton Craig W. Broderick Torrey J. Browder 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 Philippe L. Camu Belgium Gerald J. Cardinale Valentino D. Carlotti Anthony H. Carpet Michael J. Carr Donald J. Casturo Lik Shuen David Chan Hong Kong Chia-Lin Chang Taiwan Sonjoy Chatterjee India R. Martin Chavez Martin Cher Singapore Andrew A. Chisholm Canada Steven N. Cho David Chou UK Thalia Chryssikou Greece Jane P. Chwick Abby Joseph Cohen Alan M. Cohen Gary D. Cohn Christopher A. Cole Colin Coleman South Africa Denis P. Coleman III William J. Conley, Jr. Thomas G. Connolly Ireland/USA Karen R. Cook UK Edith W. Cooper Kenneth W. Coquillette Thomas W. Cornacchia Henry Cornell E. Gerald Corrigan Cyril Cottu France James V. Covello Jeffrey R. Currie John P. Curtin, Jr. 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 Daniel L. Dees Mark F. Dehnert Massimo Della Ragione Italy Alexander C. Dibelius Germany Joseph P. DiSabato Michele I. Docharty Albert F. Dombrowski
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ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) -------------------------- -------------------- Thomas M. Dowling Donald J. Duet Michael L. Dweck Gordon E. Dyal Isabelle Ealet France Kenneth M. Eberts III Edward K. Eisler Austria David P. Eisman Jason H. Ekaireb UK Charalampos Eliades Greece Kathleen G. Elsesser Peter C. Enns Canada L. Brooks Entwistle Christopher H. Eoyang 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 Samuel W. Finkelstein Elisabeth Fontenelli 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 Ramani Ganesh India Gonzalo R. Garcia Chile James R. Garman UK Matthew R. Gibson Gary T. Giglio Michelle Gill Justin G. Gmelich Richard J. Gnodde Ireland/South Africa Jeffrey B. Goldenberg Andrew M. Gordon Paul Graves UK Michael J. Graziano Stefan Green Australia David J. Greenwald Michael J. Grimaldi Peter Gross Celeste A. Guth Jonathan J. Hall UK Dylan S. Halterlein Elizabeth M. Hammack 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 Dane E. Holmes Philip Holzer Germany Ning Hong China Shin Horie Japan James P. Houghton UK Ronald Hua Taiwan/USA Paul J. Huchro Ming Yunn Stephanie Hui UK/Hong Kong Alastair J. Hunt UK/USA Hidehiro Imatsu Japan Timothy J. Ingrassia William L. Jacob III Christian W. Johnston Australia Andrew J. Jonas Adrian M. Jones Ireland Eric S. Jordan Pierre-Emmanuel Y. Juillard France Andrew J. Kaiser Vijay M. Karnani India James C. Katzman Alan S. Kava Dimitrios Kavvathas Greece Christopher Keogh Richard A. Kimball, Jr. Peter Kimpel Germany Robert C. King, Jr. Timothy M. Kingston Hideki Kinuhata Japan Shigeki Kiritani Japan Michael E. Koester
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ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) -------------------------- -------------------- Lee Guan Kelvin Koh Singapore J. Christopher A. Kojima Canada/USA Adam M. Korn David J. Kostin Jorg H. Kukies Germany Eric S. Lane Michiel P. Lap The Netherlands Andre Laport Ribeiro Brazil John J. Lauto Brian J. Lee George C. Lee Gregory D. Lee Australia Ronald Lee Geoffery Y.A. Lee Malaysia David A. Lehman Tim Leissner Brazil/Germany Todd W. Leland Laurent Lellouche France Gregg R. Lemkau Deborah R. Leone Eugene H. Leouzon France Hughes B. Lepic France Wayne M. Leslie UK John R. Levene UK Allan S. Levine Brian T. Levine Jack Levy Gwen R. Libstag Leland Lim Ryan D. Limaye Anthony W. Ling UK Hao Cheng Liu Lindsay P. LoBue Victor M. Lopez-Balboa Antigone Loudiadis Greece/UK David B. Ludwig Peter J. Lyon Paula B. Madoff John A. Mahoney Puneet Malhi UK Raghav Maliah India Matthew F. Mallgrave David M. Marcinek Alain Marcus Serge Marquie France Alison J. Mass Robert A. Mass Kathy M. Matsui George N. Mattson Alastair J.C. Maxwell UK John J. McCabe Matthew B. McClure UK Patrick S. McClymont Dermot W. McDonogh Ireland John J. McGuire, Jr. John W. McMahon James M. McMurdo Australia/UK James A. McNamara Richard P. McNeil Jamaica Sanjeev K. Mehra Avinash Mehrotra Jonathan M. Meltzer Bruce H. Mendelsohn Anthony J. Miller Australia Michael J. Millette Milton R. Millman III Christopher Milner UK Christina P. Minnis Peeyush Misra India Bryan P. Mix Masanori Mochida Japan Timothy H. Moe Ireland Philip J. Moffitt Australia Atosa Moini Iran Ricardo Mora J. Ronald Morgan III Simon P. Morris UK Thomas C. Morrow Jeffrey M. Moslow Sharmin Mossavar-Rahmani UK Donald R. Mullen Takashi Murata Japan Arjun N. Murti Marc O. Nachmann Germany/USA Kenichi Nagasu Japan Ezra Nahum France/USA Jeffrey P. Nedelman Anthony Noto Gavin G. O'Connor L. Peter O'Hagan Canada/USA Brett A. Olsher UK/USA Terence J. O'Neill UK Timothy J. O'Neill Peter C. Oppenheimer UK Nigel M. O'Sullivan UK Fumiko Ozawa Japan Craig W. Packer Gregory K. Palm
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ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) -------------------------- -------------------- Konstantinos N. Pantazopoulos Greece James R. Paradise UK Sheila H. Patel Nirubhan Pathmanabhan UK Jonathan Mark Penkin UK/South Africa Daniel P. Petrozzo David B. Philip Stephen R. Pierce Michelle H. Pinggera UK Dhruv Piplani India Kenneth A. Pontarelli Ellen R. Porges Dina Powell Gilberto Pozzi Italy Kevin A. Quinn Jean Raby Canada Lorin P. Radtke John J. Rafter Ireland Sumit Rajpal India Richard N. Ramsden UK Krishna S. Rao UK/India Sara E. Recktenwald Andrew K. Rennie Australia/UK James H. Reynolds France Michael J. Richman Stuart Riley UK Michael Rimland Luigi G. Rizzo Italy Lora J. Robertson Karl J. Robijns Belgium Elizabeth A. Robinson John F. W. Rogers Scott A. Romanoff Simon A. Rothery Australia Peter C. Russell Paul M. Russo David C. Ryan Katsunori Sago Japan Ankur A. Sahu India Guy E. Saidenberg France Pablo J. Salame Ecuador Julian Salisbury UK Luke A. Sarsfield III Muneer A. Satter Susan J. Scher Stephen M. Scherr Clare R. Scherrer Jeffrey W. Schroeder Harvey M. Schwartz Paul D. Scialla Peter E. Scialla Stephen B. Scobie UK Steven M. Scopellite John A. Sebastian Peter A. Seccia Peter D. Selman UK John C. Shaffer Rebecca M. Shaghalian Konstantin A. Shakhnovich Russia/USA Lisa M. Shalett Daniel M. Shefter Heather K. Shemilt Canada Magid N. Shenouda UK Michael S. Sherwood UK Suhail A. Sikhtian Gavin Simms UK Michael L. Simpson Marshall Smith Sarah E. Smith UK David M. Solomon Mark R. Sorrell UK Theodore T. Sotir Christoph W. Stanger Austria Esta E. Stecher Laurence Stein South Africa/USA Carl Stern John D. Storey Australia Patrick M. Street UK Steven H. Strongin Ram K. Sundaram India J. Richard Suth Robert J. Sweeney Michael J. Swenson Gene T. Sykes Shahriar Tadjbakhsh Jasper Tans The Netherlands Patrick Tassin de Nonneville France Megan M. Taylor Teresa Teague Thomas D. Teles Pawan Tewari Klaus B. Toft Denmark Jeffrey M. Tomasi David G. Torrible Canada/UK Frederick Towfigh Donald J. Truesdale Kenro Tsutsumi Japan Richard J. Tufft UK
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ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) -------------------------- -------------------- Greg A. Tusar Eiji Ueda Japan Toshihiko Umetani Japan Kaysie P. Uniacke Lucas van Praag UK Jonathan R. Vanica Ashok Varadhan John J. Vaske Andrea Vella Italy Philip J. Venables UK Simone Verri Italy Jeffrey L. Verschleiser Robin A. Vince UK David A. Viniar Andrea A. Vittorelli Italy Alejandro Vollbrechthausen Mexico Daniel Wainstein Brazil John E. Waldron Paul Walker Kevin A. Walker UK Robert P. Wall Theodore T. Wang China Alasdair J. Warren UK John S. Weinberg Martin M. Werner Mexico Matthew Westerman UK Elisha Wiesel C. Howard Wietschner David D. Wildermuth 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 Jon A. Woodruff Kent J. Wosepka Neil J. Wright UK Denise A. Wyllie UK Chang-Po Yang China Shinichi Yokote Japan W. Thomas York, Jr. Wassim G. Younan Lebanon/UK Paul M. Young Paolo Zannoni Italy Yoel Zaoui France Xing Zhang China Xudong Zhang China 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 Drayton 2004 Settlement Trust UK Karen R. Cook French 2004 Settlement Trust UK Christopher G. French Ling 2004 Settlement Trust UK Anthony W. Ling O'Neill 2004 Trust Trust UK Terence J. O'Neill 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. 79 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. 79 is being filed primarily because the number of shares of Common Stock (as defined in Item 1 below) beneficially owned by Covered Persons (as defined in Item 2 below) has decreased by an amount in excess of one percent of the total number of shares of Common Stock outstanding. ITEM 1. SECURITY AND ISSUER This Schedule relates to the Common Stock, par value $.01 per share (the "Common Stock"), of The Goldman Sachs Group, Inc. ("GS Inc."), a Delaware corporation. The address of the principal executive offices of GS Inc. is 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") and Goldman Sachs & Partners Australia Group Holdings Pty Ltd ("GS&PA") acquired certain shares of Common Stock in exchange for their interests in Hull and GS&PA, respectively; 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 or GS&PA, as applicable, 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 January 1, 2012. (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 -10- 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 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." 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, 5,364,950 shares of Common Stock are subject to the Transfer Restrictions as of January 1, 2012. 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. -11- 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. PLEDGE AGREEMENTS Certain Covered Persons have pledged in the aggregate 760,500 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. -12- 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. -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. 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-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)). D. 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)). E. 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)). F. 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)). G. 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)). H. 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)).
-14- ANNEX A INFORMATION REQUIRED AS TO EXECUTIVE OFFICERS AND DIRECTORS OF CORPORATE REPORTING ENTITIES.
CONVICTIONS OR BENEFICIAL VIOLATIONS OF OWNERSHIP OF THE FEDERAL OR STATE COMMON STOCK OF THE PRESENT LAWS WITHIN THE GOLDMAN SACHS NAME CITIZENSHIP BUSINESS ADDRESS 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
-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 26,491,283 shares of Common Stock are deliverable to Covered Persons upon the exercise of stock options that have vested and are exercisable. An additional 9,331,851 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 19, 2012. On or about January 19, 2012, 8,364,524 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 January 1, 2012. 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. On December 28, 2011, an aggregate of 24,203 shares of Common Stock were delivered to Covered Persons pursuant to the terms of restricted stock units 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:
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $) --------------------------- ----------------- ---------------- ---------------------- Laurent Lellouche November 21, 2011 1,875 90.0000 Alasdair J. Warren November 23, 2011 1,313 89.0284 Charles F. Adams November 25, 2011 389 89.9800 Pierre-Emmanuel Y. Juillard November 25, 2011 800 87.7500 Laurent Lellouche November 25, 2011 2,073 87.7500 Paul M. Russo November 25, 2011 1,506 88.9645 Paul M. Russo November 25, 2011 5,000 89.0015
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 to counterparties upon settlement of derivative transactions:
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $) --------------------------- ----------------- ---------------- ---------------------- David A. Lehman November 22, 2011 1,000 88.9000 Allan S. Levine November 22, 2011 3,000 89.0197 David M. Marcinek November 22, 2011 900 89.4000 David M. Marcinek November 23, 2011 800 89.5900
The Covered Persons listed below participate in the Common Stock fund of The Goldman Sachs 401(k) Plan. These Covered Persons acquired interests in the Common Stock fund representing the number of Other Shares set forth below:
COVERED PERSON TRANSACTION DATE NUMBER OF SHARES PRICE PER SHARE (IN $) --------------------------- ----------------- ---------------- ---------------------- Douglas L. Feagin November 22, 2011 1,447 89.40 Vivek Bohra November 29, 2011 3 88.81 Donald J. Duet November 29, 2011 4 88.81 Douglas L. Feagin November 29, 2011 6 88.81 Anthony Noto November 29, 2011 1 88.81 Anthony Noto November 30, 2011 1 95.86 Anthony Noto December 15, 2011 1 91.90 Anthony Noto December 30, 2011 1 90.43
-19- The following cashless exercises of stock options were effected by the following Covered Persons, with the indicated number of underlying shares sold through an affiliate of Mellon Investor Services LLC for cash on the New York Stock Exchange:
NUMBER STRIKE NUMBER NUMBER OF PRICE SALES PRICE OF SHARES OF SHARES COVERED PERSON DATE OF EXERCISE OPTIONS (IN $) (IN $) SOLD RETAINED ------------------- ----------------- ------- -------- ----------- ----------- ---------- Harvey M. Schwartz November 21, 2011 13 91.61 91.8000 13 0 Thalia Chryssikou November 22, 2011 483 78.87 89.3804 483 0 Dimitrios Kavvathas November 23, 2011 722 83.205 88.9100 722 0
The following charitable contributions and other transfers of shares in transactions for which no consideration was received were made by the following Covered Person:
NUMBER OF ACQUISITION OR COVERED PERSON TRANSFER DATE SHARES DISPOSITION ----------------- ----------------- ---------- --------------- Abby Joseph Cohen November 25, 2011 280 Disposition
-20- ANNEX F ITEM 6. DESCRIPTION OF POSITIONS IN DERIVATIVE INSTRUMENTS OF COVERED PERSONS OR REPORTING ENTITIES. The following Covered Persons or Reporting Entities have written or purchased American-style standardized call options or put options on Voting Shares with the following terms:
STRIKE INSTRUMENT AND NUMBER OF PRICE COVERED PERSON POSITION SHARES (IN $) MATURITY DATE ---------------------------- -------------- --------- ------ ---------------- Johannes M. Boomaars Call Written 2,700 155 April 21, 2012 Nicholas F. Burgin Call Written 5,000 110 April 21, 2012 Michael J. Carr Call Written 14,000 115 January 21, 2012 Francois-Xavier de Mallmann Call Written 3,000 120 January 21, 2012 Francois-Xavier de Mallmann Call Written 2,000 125 January 21, 2012 Francois-Xavier de Mallmann Call Written 2,000 130 January 21, 2012 Francois-Xavier de Mallmann Call Written 2,000 150 January 21, 2012 Enrico S. Gaglioti Call Written 5,000 125 January 21, 2012 Justin G. Gmelich Put Written 12,500 105 January 21, 2012 Justin G. Gmelich Call Purchased 12,500 115 January 21, 2012 David J. Greenwald Call Written 1,000 120 April 21, 2012 Todd Hohman Put Written 4,000 75 January 21, 2012 Andrew J. Kaiser Call Written 1,500 180 January 21, 2012 David A. Lehman Call Written 8,000 150 January 21, 2012 Gwen R. Libstag * Call Written 2,500 165 January 21, 2012 Gwen R. Libstag * Call Written 2,500 175 January 21, 2012 Gwen R. Libstag * Call Written 5,000 180 January 21, 2012 Gwen R. Libstag * Call Written 2,500 185 January 21, 2012 Gwen R. Libstag * Call Written 300 190 January 21, 2012 Gwen R. Libstag * Call Written 2,500 195 January 21, 2012 John A. Mahoney Call Written 12,800 125 April 21, 2012 Avinash Mehrotra Call Purchased 1,500 100 January 21, 2012 Avinash Mehrotra Call Written 2,000 165 April 21, 2012 Paul M. Russo Call Written 20,000 100 April 21, 2012 Paolo Zannoni Put Written 7,500 100 January 21, 2012 Paolo Zannoni Put Written 8,300 90 January 21, 2012
---------- * This transaction was conducted through an estate planning entity and relates to Other Shares. -21- SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 11, 2012 By: /s/ Beverly L. O'Toole ---------------------- Name: Beverly L. O'Toole Title: Attorney-in-Fact -22- EXHIBIT INDEX
Exhibit Description --------- ---------------------------------------------------------------------------------------------------- A. Registration Rights Instrument, dated as of December 10, 1999 (incorporated by reference to Exhibit G to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)). B. 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-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)). D. 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)). E. 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)). F. 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)). G. 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)). H. 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)).