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
-3-
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
-4-
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
-5-
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
-6-
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)).