0001193125-12-049561.txt : 20120209
0001193125-12-049561.hdr.sgml : 20120209
20120209171053
ACCESSION NUMBER: 0001193125-12-049561
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20120209
DATE AS OF CHANGE: 20120209
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: 12588316
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
d297978dsc13da.txt
SCHEDULE 13D/A
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
File No. 005-56295
-------------------------------
SCHEDULE 13D/A
(Rule 13d-101)
Amendment No. 80
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)
February 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 23,595,722 Voting Shares(2) held by Covered Persons
OWNED BY 4,092 Shared Ownership Shares held by Covered Persons(3)
EACH 35,193,054 Sixty Day Shares held by Covered Persons(4)
REPORTING 3,656,974 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 62,449,842
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.76%
--------------------------------------------------------------------------------
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)
3,275,158 shares of Common Stock held by certain family members of Covered
Persons and by certain estate planning entities established by Covered
Persons; and (iii) 2,260 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
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
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
Lee Guan Kelvin Koh Singapore
J. Christopher A. Kojima Canada/USA
-4-
ITEM 6
CITIZENSHIP
(UNITED STATES
ITEM 1 UNLESS OTHERWISE
NAMES OF REPORTING PERSONS INDICATED)
----------------------------- --------------------
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
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
Konstantinos N. Pantazopoulos Greece
-5-
ITEM 6
CITIZENSHIP
(UNITED STATES
ITEM 1 UNLESS OTHERWISE
NAMES OF REPORTING PERSONS INDICATED)
----------------------------- --------------------
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
Frederick Towfigh
Donald J. Truesdale
Kenro Tsutsumi Japan
Richard J. Tufft UK
Greg A. Tusar
Eiji Ueda Japan
-6-
ITEM 6
CITIZENSHIP
(UNITED STATES
ITEM 1 UNLESS OTHERWISE
NAMES OF REPORTING PERSONS INDICATED)
----------------------------- --------------------
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. 80 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. 80 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 February 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,
6,314,705 shares of Common Stock are subject to the Transfer Restrictions as of
February 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
VIOLATIONS OF BENEFICIAL
FEDERAL OR STATE OWNERSHIP OF THE
LAWS WITHIN COMMON STOCK OF
PRESENT THE LAST FIVE THE GOLDMAN
NAME CITIZENSHIP BUSINESS ADDRESS EMPLOYMENT YEARS SACHS GROUP, INC.
-------------- ----------- ---------------- --------------- -------------- --------------------
Less than 1% of
Steven M. Bunson USA 200 West Street Managing Director, the outstanding
New York, NY The Goldman None shares of Common
10282 Sachs Group, Inc. Stock.
Michael H. UK 26 New Street, Partner, None None
Richardson St. Helier, Jersey, Bedell Cristin
JE4 3RA
Anthony J. Dessain UK 26 New Street, Partner, None None
St. Helier, Jersey,
JE4 3RA Bedell Cristin
-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 35,193,054 shares of Common Stock are deliverable to
Covered Persons upon the exercise of stock options that have vested and are
exercisable. This share amount includes the gross number of shares of Common
Stock underlying these options, and these shares 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 February 1, 2012. Upon 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 January 19, 2012, an aggregate of 51,427 restricted shares of Common Stock
were delivered to Covered Persons for compensation purposes and became Voting
Shares. On January 25, 2012, an aggregate of 4,712,367 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 $)
--------------------------- ----------------- ---------------- ----------------------
Sanggyun Ahn January 19, 2012 5,000 106.3500
Steven K. Barg January 19, 2012 1,000 107.6411
Philippe L. Camu January 19, 2012 1,500 106.9343
Donald J. Casturo January 19, 2012 200 106.8200
Donald J. Casturo January 19, 2012 200 106.8400
Donald J. Casturo January 19, 2012 400 106.8800
Donald J. Casturo January 19, 2012 500 106.8600
Donald J. Casturo January 19, 2012 600 106.8700
Donald J. Casturo January 19, 2012 700 106.8300
Donald J. Casturo January 19, 2012 900 106.8500
Francois-Xavier de Mallmann January 19, 2012 21,578 105.5694
Isabelle Ealet January 19, 2012 2,000 106.3066
James R. Garman January 19, 2012 2,000 107.3770
Hughes B. Lepic January 19, 2012 10,000 105.4947
Hughes B. Lepic January 19, 2012 16,000 105.4957
Leland Lim * January 19, 2012 5,426 106.3500
Antigone Loudiadis January 19, 2012 9,599 106.8173
Antigone Loudiadis January 19, 2012 13,879 106.8252
Nicholas F. Burgin January 20, 2012 2,500 109.2500
Lik Shuen David Chan January 20, 2012 10,000 109.0000
Isabelle Ealet January 20, 2012 1,000 109.0000
Benjamin W. Ferguson January 20, 2012 1,000 107.3500
David B. Heller January 20, 2012 5,000 108.5469
Philip J. Moffitt January 20, 2012 12,000 108.2686
Karl J. Robijns January 20, 2012 3,000 107.3500
Nicholas F. Burgin January 23, 2012 470 110.4300
Francois-Xavier de Mallmann January 23, 2012 5,000 108.7200
Francois-Xavier de Mallmann January 23, 2012 5,000 108.7382
Isabelle Ealet January 23, 2012 1,000 110.2990
Isabelle Ealet January 23, 2012 1,000 110.4600
William D. Anderson Jr January 25, 2012 2,425 106.0800
Dalinc Ariburnu January 25, 2012 13,369 106.8217
Dalinc Ariburnu January 25, 2012 20,441 106.7936
Philip R. Berlinski January 25, 2012 2,337 106.9210
Johannes M. Boomaars January 25, 2012 621 106.6861
Johannes M. Boomaars January 25, 2012 834 106.7836
Johannes M. Boomaars January 25, 2012 1,097 106.6323
Steven M. Bunson January 25, 2012 732 107.6896
-19-
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $)
---------------------------- ----------------- ----------------- ----------------------
Jason G. Cahilly January 25, 2012 884 107.0000
Donald J. Casturo January 25, 2012 500 106.8500
Steven N. Cho January 25, 2012 3,659 107.0239
Thalia Chryssikou January 25, 2012 1,889 106.0800
James V. Covello January 25, 2012 1,462 106.0800
Margaret J. Holen January 25, 2012 1,789 107.2211
Paul J. Huchro January 25, 2012 3,975 108.2663
Fumiko Kanenobu January 25, 2012 7,275 106.0800
Adam M. Korn January 25, 2012 2,510 107.1823
George C. Lee II January 25, 2012 3,247 106.0800
Todd W. Leland January 25, 2012 1,496 108.0326
Wayne M. Leslie January 25, 2012 3,852 106.0800
Antigone Loudiadis January 25, 2012 971 107.0221
Alain Marcus January 25, 2012 1,747 106.2199
James A. McNamara January 25, 2012 2,763 106.0800
Kenichi Nagasu January 25, 2012 1,202 106.0800
Lawrence O'Hagan January 25, 2012 12,804 106.6852
Sheila H. Patel January 25, 2012 1,040 106.4567
Stephen R. Pierce January 25, 2012 8,348 107.8693
Gilberto Pozzi January 25, 2012 551 106.6500
Gilberto Pozzi January 25, 2012 706 106.6136
Kevin A. Quinn January 25, 2012 3,106 106.7246
Stuart Riley January 25, 2012 7,031 108.0000
Lora J. Robertson January 25, 2012 1,877 106.9860
Muneer A. Satter * January 25, 2012 9,852 106.0800
David M. Solomon January 25, 2012 15,000 107.1307
Mark R. Sorrell January 25, 2012 1,370 106.9353
Patrick Tassin de Nonneville January 25, 2012 7,598 108.0182
Thomas D. Teles January 25, 2012 646 107.2023
Klaus B. Toft January 25, 2012 1,860 106.0800
Jeffrey M. Tomasi January 25, 2012 1,192 106.0800
Jeffrey L. Verschleiser January 25, 2012 25,367 107.1344
David D. Wildermuth January 25, 2012 500 107.4839
Kent J. Wosepka January 25, 2012 982 107.7971
Charles F. Adams January 26, 2012 530 109.0000
Philippe J. Altuzarra January 26, 2012 2,920 108.5200
Christopher M. Barter January 26, 2012 2,963 110.1379
Christopher M. Barter January 26, 2012 17,679 110.1048
Gerald J. Cardinale January 26, 2012 1,375 109.0000
R. Martin Chavez January 26, 2012 2,666 108.4832
Isabelle Ealet January 26, 2012 1,000 109.0000
David P. Eisman January 26, 2012 1,000 108.6410
Laurent Lellouche January 26, 2012 1,754 108.9497
Matthew F. Mallgrave January 26, 2012 1,900 109.6700
Atosa Moini January 26, 2012 500 109.0000
Atosa Moini January 26, 2012 500 109.5000
Peter C. Russell January 26, 2012 1,184 109.6400
Pablo J. Salame January 26, 2012 7,153 110.0004
Susan J. Scher January 26, 2012 1,038 108.5200
Konstantin A. Shakhnovich January 26, 2012 2,719 108.9086
J. Richard Suth January 26, 2012 680 109.4591
Kenro Tsutsumi January 26, 2012 5,728 110.0000
Daniel Wainstein January 26, 2012 13,453 108.9607
Jonathan A. Beinner January 27, 2012 1,803 109.8642
-20-
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $)
--------------------- ----------------- ----------------- ----------------------
Gerald J. Cardinale January 27, 2012 900 111.2022
Michael J. Carr January 27, 2012 1,702 110.1462
Daniel L. Dees January 27, 2012 6,961 107.7100
David P. Eisman January 27, 2012 374 110.3400
Colleen A. Foster January 27, 2012 3,200 109.7588
Andre Laport Ribeiro January 27, 2012 12,729 110.5006
Tim Leissner January 27, 2012 8,527 107.7100
Laurent Lellouche January 27, 2012 2,811 109.8700
Paula B. Madoff January 27, 2012 1,000 111.0000
Michael J. Millette January 27, 2012 2,648 107.7100
Atosa Moini January 27, 2012 500 111.0000
Atosa Moini January 27, 2012 500 112.0000
Jeffrey P. Nedelman January 27, 2012 1,936 109.3158
Gavin G. O'Connor January 27, 2012 2,351 109.2618
Jean Raby January 27, 2012 2,500 109.8000
Sumit Rajpal January 27, 2012 227 111.6500
Cyril Cottu January 30, 2012 1,079 109.5256
Cyril Cottu January 30, 2012 2,316 109.4858
Christopher G. French January 30, 2012 6,619 110.2200
Dean C. Backer January 31, 2012 3,500 111.4100
Gerald J. Cardinale January 31, 2012 2,091 111.8070
Ramani Ganesh January 31, 2012 4,103 110.7000
Paul Graves January 31, 2012 2,700 110.7000
David B. Heller January 31, 2012 5,000 111.9106
Christopher Keogh January 31, 2012 1,731 112.1800
John W. McMahon January 31, 2012 3,300 111.3662
Nirubhan Pathmanabhan January 31, 2012 6,460 111.8655
David M. Solomon January 31, 2012 10,000 112.1409
Teresa Teague January 31, 2012 1,100 111.9109
Dean C. Backer February 1, 2012 3,566 115.0000
Nicholas F. Burgin February 1, 2012 2,564 113.7500
Mary D. Byron February 1, 2012 3,323 113.7337
Donald J. Casturo February 1, 2012 500 115.0000
Isabelle Ealet February 1, 2012 1,000 114.1675
Isabelle Ealet February 1, 2012 1,000 115.0000
Gregg J. Felton February 1, 2012 49,904 115.8322
Matthew R. Gibson February 1, 2012 382 113.6202
Gary T. Giglio February 1, 2012 1,000 115.0000
Celeste A. Guth February 1, 2012 3,889 115.0000
John R. Levene February 1, 2012 500 115.2000
Atosa Moini February 1, 2012 344 115.0000
Jean Raby February 1, 2012 2,000 112.7685
Karl J. Robijns February 1, 2012 15,000 112.6800
David M. Solomon February 1, 2012 7,000 116.1539
----------
* This transaction was conducted through an estate planning entity and relates
to Other Shares.
-21-
The Covered Persons listed below participate in the Common Stock fund of The
Goldman Sachs 401(k) Plan. These Covered Persons acquired or disposed of
interests in the Common Stock fund representing the number of Other Shares set
forth below:
NUMBER OF PRICE PER SHARE ACQUISITION OR
COVERED PERSON TRANSACTION DATE SHARES (IN $) DISPOSITION
-------------- ------------------- --------- --------------- --------------
Vivek Bohra January 25, 2012 27 108.27 Acquisition
Donald J. Duet January 27, 2012 1,016 111.77 Disposition
Vivek Bohra January 31, 2012 46 111.47 Disposition
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
--------------------------- ---------------- ----------- -------- ----------- ------------ ----------
Martin Cher January 19, 2012 1,348 78.87 106.3500 1,348 0
Francois-Xavier de Mallmann January 19, 2012 451 78.87 106.3500 451 0
David J. Greenwald January 19, 2012 1,000 78.87 106.3500 1,000 0
Stephen R. Pierce January 24, 2012 15,984 78.87 106.5500 15,984 0
Johannes M. Boomaars January 25, 2012 1,445 78.87 107.0007 1,445 0
Johannes M. Boomaars January 25, 2012 1,018 78.87 107.2393 1,018 0
Stuart N. Bernstein January 27, 2012 500 78.87 111.2000 500 0
David J. Greenwald January 27, 2012 914 78.87 109.7377 914 0
Andrea A. Vittorelli January 27, 2012 1,057 78.87 112.0000 1,057 0
Martin Cher January 30, 2012 371 78.87 110.2200 371 0
Christopher A. Cole February 1, 2012 5,000 78.87 115.5859 5,000 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
-------------------- ---------------- ---------- --------------
Timothy J. Ingrassia January 20, 2012 926 Disposition
Celeste A. Guth January 25, 2012 63 Disposition
Armen A. Avanessians January 30, 2012 229 Disposition
-22-
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
Nicholas F. Burgin Call Written 5,000 105 July 21, 2012
Francois-Xavier de Mallmann Call Written 4,000 130 April 21, 2012
Francois-Xavier de Mallmann Call Written 3,100 130 April 21, 2012
Mark F. Dehnert Call Written 3,400 140 January 18, 2014
David J. Greenwald Call Written 1,000 120 April 21, 2012
Todd Hohman Put Written 5,000 90 April 21, 2012
David A. Lehman Call Written 20,200 130 January 19, 2013
John A. Mahoney Call Written 12,800 125 April 21, 2012
Sanjeev K. Mehra Call Written 40,000 125 July 21, 2012
Avinash Mehrotra Call Written 2,000 165 April 21, 2012
Karl J. Robijns Call Written 10,000 125 April 21, 2012
Karl J. Robijns Call Written 10,000 120 April 21, 2012
Paul M. Russo Call Written 20,000 100 April 21, 2012
-23-
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: February 9, 2012
By: /s/ Beverly L. O'Toole
----------------------
Name: Beverly L. O'Toole
Title: Attorney-in-Fact
-24-
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)).