0001193125-14-234966.txt : 20140624 0001193125-14-234966.hdr.sgml : 20140624 20140612171829 ACCESSION NUMBER: 0001193125-14-234966 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140612 DATE AS OF CHANGE: 20140612 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: 14907897 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 d743023dsc13da.txt AMENDMENT NO. 86 TO SCHEDULE 13D ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 File No. 005-56295 ----------------- SCHEDULE 13D/A (Rule 13d-101) Amendment No. 86 ----------------- 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) May 29, 2014 (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 Persons1 As to a group consisting of persons other than Covered Persons (a) [X] (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 SHARES person listed on Appendix A.) BENEFICIALLY 23,044,211 Voting Shares2 held by Covered Persons OWNED BY 10,245 Shared Ownership Shares held by Covered Persons3 EACH 18,142,295 Sixty Day Shares held by Covered Persons4 REPORTING 2,393,910 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 43,590,661 ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.45% ------------------------------------------------------------------------------- 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) 232,690 shares of Common Stock held by 17 private charitable foundations established by 17 Covered Persons; (ii) 2,158,061 shares of Common Stock held by certain family members of Covered Persons and by certain estate planning entities established by Covered Persons; and (iii) 3,159 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 unless ITEM 1 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 William D. Anderson, Jr. Dalinc Ariburnu UK/Turkey Philip S. Armstrong UK Armen A. Avanessians Dean C. Backer Charles Baillie Vivek J. Bantwal Steven K. Barg Scott B. Barringer Steven M. Barry Stacy Bash-Polley Gareth W. Bater UK Jonathan A. Beinner Heather Bellini Tracey E. Benford Philip R. Berlinski Belgium/ USA Frances R. Bermanzohn Stuart N. Bernstein Robert A. Berry UK Avanish R. Bhavsar Lloyd C. Blankfein Vivek Bohra Stefan R. Bollinger Switzerland Brian W. Bolster Johannes M. Boomaars The Netherlands Robert D. Boroujerdi Jill A. Borst Alison L. Bott UK Sally A. Boyle UK Christoph M. Brand Germany Michael J. Brandmeyer Jason H. Brauth Anne F. Brennan Samuel S. Britton Craig W. Broderick Torrey J. Browder Steven M. Bunson Mary D. Byron Richard M. Campbell-Breeden UK Philippe L. Camu Belgium Valentino D. Carlotti Anthony H. Carpet Michael J. Carr Stuart A. Cash UK Donald J. Casturo Sonjoy Chatterjee India R. Martin Chavez Alex S. Chi Andrew A. Chisholm Canada David Chou UK Thalia Chryssikou Greece Kent A. Clark Canada 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 Richard N. Cormack UK Thomas W. Cornacchia E. Gerald Corrigan Cyril Cottu France James V. Covello Jeffrey R. Currie John P. Curtin, Jr. Michael D. Daffey Australia John F. Daly John S. Daly Ireland Anne Marie B. Darling David H. Dase Francois-Xavier de Mallmann France/ Switzerland Daniel L. Dees Mark F. Dehnert James Del Favero Australia Massimo Della Ragione Italy Olaf Diaz-Pintado Spain Alexander C. Dibelius Germany Joseph P. DiSabato Michele I. Docharty Thomas M. Dowling Robert Drake-Brockman UK Donald J. Duet Alessandro Dusi Italy Michael L. Dweck Gordon E. Dyal Isabelle Ealet France Kenneth M. Eberts III
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ITEM 6 Citizenship (United States unless ITEM 1 otherwise Names of Reporting Persons indicated) -------------------------- -------------- David P. Eisman Jason H. Ekaireb UK Charalampos Eliades Greece Kathleen G. Elsesser Edward A. Emerson Argentina/UK Peter C. Enns Canada Christopher H. Eoyang James P. Esposito Michael P. Esposito Antonio F. Esteves Portugal Carl Faker France/ Lebanon Elizabeth C. Fascitelli Douglas L. Feagin Stephan J. Feldgoise Patrick J. Fels Benjamin W. Ferguson Wolfgang Fink Germany Samuel W. Finkelstein Peter E. Finn David A. Fishman Elisabeth Fontenelli Colleen A. Foster Sheara J. Fredman Matthew T. Fremont-Smith Christopher G. French UK Richard A. Friedman Jacques Gabillon France Timur F. Galen Sean J. Gallagher Ramani Ganesh India Gonzalo R. Garcia Chile James R. Garman UK Francesco U. Garzarelli Italy Matthew R. Gibson Gary T. Giglio Michelle Gill Nick V. Giovanni Justin G. Gmelich Richard J. Gnodde Ireland/ South Africa Jeffrey B. Goldenberg Andrew M. Gordon Michael J. Graziano Michael J. Grimaldi Bradley J. Gross UK/USA Peter Gross Celeste A. Guth Anthony Gutman UK/USA Elizabeth M. Hammack Jan Hatzius Germany Keith L. Hayes UK Michael L. Hensch Martin Hintze Germany Kenneth L. Hirsch Kenneth W. Hitchner Todd Hohman Simon N. Holden UK Dane E. Holmes Philip Holzer Germany Ning Hong China Ericka T. Horan Shin Horie Japan Russell W. Horwitz James P. Houghton UK Ronald Hua Taiwan/ USA Paul J. Huchro Ming Yunn Stephanie Hui UK/Hong Kong Hidehiro Imatsu Japan Timothy J. Ingrassia William L. Jacob III Christian W. Johnston Australia Andrew J. Jonas Adrian M. Jones Ireland Eric S. Jordan Roy R. Joseph Guyana Pierre-Emmanuel Y. Juillard France Andrew J. Kaiser Vijay M. Karnani India James C. Katzman Alan S. Kava Christopher Keogh John J. Kim Peter Kimpel Germany Robert C. King, Jr. Hideki Kinuhata Japan Shigeki Kiritani Japan Marie Louise Kirk Denmark Michael E. Koester Lee Guan Kelvin Koh Singapore J. Christopher A. Kojima Canada/ USA Adam M. Korn David J. Kostin Jorg H. Kukies Germany Eric S. Lane Andre Laport Ribeiro Brazil Hugh J. Lawson Scott L. Lebovitz Brian J. Lee
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ITEM 6 Citizenship (United States unless ITEM 1 otherwise Names of Reporting Persons indicated) -------------------------- -------------- George C. Lee Ronald Lee David A. Lehman Tim Leissner Brazil/ Germany Todd W. Leland Laurent Lellouche France Gregg R. Lemkau Deborah R. Leone Eugene H. Leouzon France John R. Levene UK Brian T. Levine Jack Levy Gwen R. Libstag Ryan D. Limaye Luca M. Lombardi Italy Victor M. Lopez-Balboa David B. Ludwig Peter J. Lyon Paula B. Madoff John A. Mahoney Puneet Malhi UK Raghav Maliah India Matthew F. Mallgrave John V. Mallory David M. Marcinek Alison J. Mass Robert A. Mass Kathy M. Matsui Joseph S. Mauro Alastair J.C. Maxwell UK John J. McCabe Matthew B. McClure UK Dermot W. McDonogh Ireland Charles M. McGarraugh John J. McGuire, Jr. John W. McMahon James A. McNamara Richard P. McNeil Jamaica Sanjeev K. Mehra Avinash Mehrotra Jonathan M. Meltzer Bruce H. Mendelsohn Xavier C. Menguy France 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 Sharmin Mossavar-Rahmani UK Takashi Murata Japan Arjun N. Murti Alice Jane Murphy Marc O. Nachmann Ezra Nahum France/ USA Amol S. Naik India/ USA Jyothsna Natauri Una M. Neary Jeffrey P. Nedelman Anthony Noto Gavin G. O'Connor Gregory G. Olafson Canada Brett A. Olsher UK/USA Timothy J. O'Neill Lisa Opoku Peter C. Oppenheimer UK Nigel M. O'Sullivan UK Gerald B. Ouderkirk III Craig W. Packer Gregory K. Palm Konstantinos N. Pantazopoulos Greece James R. Paradise UK Francesco Pascuzzi Italy Anthony W. Pasquariello Sheila H. Patel Nirubhan Pathmanabhan UK Jonathan Mark Penkin UK/ South Africa David B. Philip Richard Phillips Australia Stephen R. Pierce Hugh R. Pill UK Michelle H. Pinggera UK Kenneth A. Pontarelli Ellen R. Porges Dmitri Potishko Australia Dina Powell Gilberto Pozzi Italy Lorin P. Radtke John J. Rafter Ireland
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ITEM 6 Citizenship (United States unless ITEM 1 otherwise Names of Reporting Persons indicated) -------------------------- -------------- Sumit Rajpal Richard N. Ramsden UK Sara E. Recktenwald Andrew K. Rennie Australia/ UK James H. Reynolds France Sean D. Rice Kate D. Richdale UK Michael J. Richman Francois J. Rigou France Stuart Riley UK Michael Rimland Lora J. Robertson Elizabeth E. Robinson Scott M. Rofey John F. W. Rogers Scott A. Romanoff Johannes Rombouts Netherlands Michael E. Ronen Germany/ Israel Simon A. Rothery Australia Jami Rubin Peter C. Russell Paul M. Russo Katsunori Sago Japan Ankur A. Sahu India Guy E. Saidenberg France Pablo J. Salame Ecuador Julian Salisbury UK Yann Samuelides France Luke A. Sarsfield III Marcus Schenck Germany Susan J. Scher Stephen M. Scherr Clare R. Scherrer Joshua S. Schiffrin Jeffrey W. Schroeder Harvey M. Schwartz Mark Schwartz David A. Schwimmer Stephen B. Scobie UK John A. Sebastian Peter A. Seccia Peter D. Selman UK Gaurav Seth India John C. Shaffer Rebecca M. Shaghalian Konstantin A. Shakhnovich Lisa M. Shalett Heather K. Shemilt Canada Michael S. Sherwood UK Michael H. Siegel Suhail A. Sikhtian Gavin Simms UK Michael L. Simpson Marshall Smith Michael Smith Australia 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 Steven H. Strongin Joseph Struzziery III Ram K. Sundaram India Damian E. Sutcliffe UK J. Richard Suth Robert J. Sweeney Michael S. Swell Michael J. Swenson Gene T. Sykes Patrick Tassin de Nonneville France Megan M. Taylor Teresa Teague Thomas D. Teles Pawan Tewari Ryan J. Thall Klaus B. Toft Denmark Frederick Towfigh Donald J. Truesdale Kenro Tsutsumi Japan Richard J. Tufft UK Eiji Ueda Japan Toshihiko Umetani Japan Jonathan R. Vanica Ashok Varadhan John J. Vaske Christoph Vedral Germany Andrea Vella Italy Philip J. Venables UK/USA Simone Verri Italy Jeffrey L. Verschleiser Robin A. Vince UK/USA Andrea A. Vittorelli Italy Alejandro Vollbrechthausen Mexico John E. Waldron
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ITEM 6 Citizenship (United States unless ITEM 1 otherwise Names of Reporting Persons indicated) -------------------------- -------------- Paul Walker Theodore T. Wang Alasdair J. Warren UK Simon R. Watson UK Toby C. Watson UK John S. Weinberg Martin M. Werner Mexico Matthew Westerman UK Elisha Wiesel David D. Wildermuth John S. Willian Andrew F. Wilson New Zealand Dominic A. Wilson UK Steve Windsor UK Martin Wiwen-Nilsson Sweden Andrew E. Wolff Kent J. Wosepka Denise A. Wyllie UK Yoshihiko Yano Japan Shinichi Yokote Japan W. Thomas York, Jr. Wassim G. Younan Lebanon/UK Paul M. Young Paolo Zannoni Italy Xing 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 RJG Holding Company Corporation Cayman Islands Richard J. Gnodde Sherwood 2004 Settlement Trust UK Michael S. Sherwood Westerman 2004 Settlement Trust UK Matthew Westerman
-8- This Amendment No. 86 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. 86 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 current or former Participating Managing Director (as defined in Item 6 below) of 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 May 29, 2014. (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 restricted stock or 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, 7,157,590 shares of Common Stock are subject to the Transfer Restrictions as of May 29, 2014. 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 Harvey M. Schwartz 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. 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 -12- 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 Laws within the The Goldman Name Citizenship Business Address Present Employment Last Five Years Sachs 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 of 10282 Group, Inc. Common 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, 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. One Covered Person is party to a sales plan intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, pursuant to which the Covered Person may in the future sell up to 9,936 Covered Shares and exercise up to 91,285 Options. -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 17,777,461 shares of Common Stock are deliverable to Covered Persons upon the exercise of stock options that have vested and are exercisable. In addition, on or around July 17, 2014 and July 28, 2014, an aggregate of 364,834 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 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 May 29, 2014. Upon exercise of stock options or delivery of the shares pursuant to the terms of the restricted stock units, a net amount of shares will be actually delivered to the Covered Person, with some shares withheld for tax payments, to fund the option strike price or for other reasons. The net shares delivered to the Covered Person will continue to be included in the aggregate number of shares beneficially owned by the Covered Persons. The withheld shares will cease to be beneficially owned by any Covered Person, and will no longer be included in the aggregate number of shares beneficially owned by Covered Persons. Prior to delivery, the shares are included in Sixty Day Shares because the Covered Persons do not have the right to vote the shares. Upon delivery, the shares become Voting Shares. -18- ANNEX E ITEM 5(C). DESCRIPTION OF ALL TRANSACTIONS IN THE COMMON STOCK EFFECTED BY COVERED PERSONS OR REPORTING ENTITIES IN THE PAST 60 DAYS AND NOT PREVIOUSLY REPORTED ON SCHEDULE 13D. The following sales of Voting Shares were made by the following Covered Persons or Reporting Entities through one or more subsidiaries of GS Inc. for cash on the New York Stock Exchange or by delivery to counterparties upon settlement of derivative transactions:
Price Per Share Covered Person Trade Date Number of Shares (in $) -------------- --------------- ---------------- --------------- Mary D. Byron........................... April 21, 2014 136 157.9000 Christopher A. Cole..................... April 21, 2014 1,650 157.4430 Christopher A. Cole*.................... April 21, 2014 1,000 157.5301 Dane E. Holmes.......................... April 21, 2014 2,774 156.4938 Kent J. Wosepka......................... April 21, 2014 2,697 157.5862 Christopher A. Cole*.................... April 23, 2014 1,000 160.2600 Richard M. Campbell-Breeden............. April 24, 2014 8,500 161.0200 Stephan J. Feldgoise.................... April 24, 2014 403 161.8050 John J. McCabe.......................... April 25, 2014 45 160.4000 Nick V. Giovanni........................ April 29, 2014 366 157.9973 Justin G. Gmelich....................... April 29, 2014 3,197 157.8182 Lisa Busumbru........................... May 1, 2014 699 160.3329 David H. Dase........................... May 1, 2014 208 160.4300 David H. Dase........................... May 1, 2014 230 160.4400 David H. Dase........................... May 1, 2014 200 160.4500 Jami Rubin.............................. May 1, 2014 4,601 160.1986 Charles F. Adams*....................... May 2, 2014 5 160.5200 Douglas L. Feagin....................... May 6, 2014 910 154.8794 Carl Faker.............................. May 12, 2014 3,613 158.1432 Steven M. Barry......................... May 13, 2014 134 160.4075 David H. Dase........................... May 13, 2014 100 159.6500 David H. Dase........................... May 13, 2014 200 159.6600 David H. Dase........................... May 13, 2014 327 159.7150 Matthew T. Fremont-Smith................ May 13, 2014 1,416 160.2466 Peter C. Oppenheimer.................... May 13, 2014 758 160.6153 Lorin P. Radtke......................... May 13, 2014 2,570 160.1518 Heather Bellini......................... May 14, 2014 4,104 160.6285 David H. Dase........................... May 14, 2014 360 160.2000 Isabelle Ealet.......................... May 14, 2014 1,000 160.0000 Douglas L. Feagin....................... May 14, 2014 2,000 160.5484 Scott M. Rofey.......................... May 14, 2014 100 159.9100 Scott M. Rofey.......................... May 14, 2014 200 159.9200 Scott M. Rofey.......................... May 14, 2014 100 159.9300 Scott M. Rofey.......................... May 14, 2014 100 159.9400 Christopher H. Eoyang................... May 19, 2014 2,000 157.2396 Steven K. Barg.......................... May 20, 2014 2,589 156.5477 Michele I. Docharty..................... May 20, 2014 800 155.6100 Michele I. Docharty..................... May 20, 2014 500 155.6200 Michele I. Docharty..................... May 20, 2014 200 155.6300 Michele I. Docharty..................... May 20, 2014 100 155.6400 Michele I. Docharty..................... May 20, 2014 400 155.6600 Isabelle Ealet.......................... May 21, 2014 1,000 159.0000
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Price Per Share Covered Person Trade Date Number of Shares (in $) -------------- -------------- ---------------- --------------- Teresa Teague........................... May 21, 2014 273 159.4628 Richard J. Tufft........................ May 21, 2014 4,182 159.5844 Adam M. Korn............................ May 22, 2014 1,812 160.0539 Peter J. Lyon........................... May 22, 2014 1,788 160.0000 Peter C. Oppenheimer.................... May 22, 2014 500 160.0000 Matthew C. Westerman.................... May 22, 2014 7,802 160.0199 Michele I. Docharty..................... May 23, 2014 100 159.9700 Michele I. Docharty..................... May 23, 2014 497 159.9800 Michele I. Docharty..................... May 23, 2014 100 159.9900 Michele I. Docharty..................... May 23, 2014 500 160.0000 Michele I. Docharty..................... May 23, 2014 100 160.0100 Michele I. Docharty..................... May 23, 2014 103 160.0300 Michele I. Docharty..................... May 23, 2014 100 160.0400 Pablo J. Salame......................... May 23, 2014 10,000 160.2610 Gareth W. Bater......................... May 27, 2014 1,485 160.9800 Christopher A. Cole*.................... May 27, 2014 1,000 162.5000 Christopher A. Cole*.................... May 27, 2014 1,300 163.0000 Isabelle Ealet.......................... May 27, 2014 1,000 162.0100 Isabelle Ealet.......................... May 27, 2014 1,000 162.1410 Isabelle Ealet.......................... May 27, 2014 1,000 162.1775 Isabelle Ealet.......................... May 27, 2014 1,000 162.5000 Isabelle Ealet.......................... May 27, 2014 1,000 163.0000 Antonio F. Esteves...................... May 27, 2014 13,861 160.9800 Atosa Moini............................. May 27, 2014 569 161.0000 Peter C. Oppenheimer.................... May 27, 2014 500 161.0000 Peter C. Oppenheimer.................... May 27, 2014 1,000 162.0000 James H. Reynolds....................... May 27, 2014 500 162.4150 Scott M. Rofey.......................... May 27, 2014 300 162.0300 Scott M. Rofey.......................... May 27, 2014 100 162.0500 Scott M. Rofey.......................... May 27, 2014 100 162.0600 Michael E. Ronen........................ May 27, 2014 109 162.5700 Michael E. Ronen........................ May 27, 2014 76 162.5800 Damian E. Sutcliffe..................... May 27, 2014 186 161.8300 Kent A. Clark........................... May 28, 2014 2,220 160.9042 Lee Guan Kelvin Koh..................... May 28, 2014 2,562 161.5000 Kathy M. Koll........................... May 28, 2014 1,346 161.0325 Michael J. Swenson...................... May 28, 2014 1,000 161.2500 Kathy M. Koll........................... May 29, 2014 1,346 160.7672
* This transaction was conducted through an estate planning entity and relates to Other Shares. The Covered Person listed below participates in the Common Stock fund of The Goldman Sachs 401(k) Plan. This Covered Person acquired interests in the Common Stock fund representing the number of Other Shares set forth below:
Price Per Share Covered Person Transaction Date Number of Shares (in $) -------------- ---------------- ---------------- --------------- Vivek Bohra............................. April 30, 2014 1,073 159.82
-20- The following charitable contributions and other transfers of shares in transactions for which no consideration was received were made by the following Covered Person:
Acquisition or Covered Person Transfer Date Number of Shares Disposition -------------- --------------- ---------------- -------------- Thomas G. Connolly.......... April 21, 2014 841 Disposition Laurent Lellouche........... April 22, 2014 2,974 Disposition Anthony H. Carpet........... April 28, 2014 800 Disposition Timothy J. Ingrassia........ May 2, 2014 2,203 Disposition John V. Mallory............. May 8, 2014 84 Disposition Anthony H. Carpet........... May 14, 2014 100 Disposition Abby Joseph Cohen........... May 14, 2014 360 Disposition Robert A. Berry............. May 20, 2014 1,593 Disposition Roy R. Joseph............... May 21, 2014 178 Disposition Lloyd C. Blankfein.......... May 22, 2014 630 Disposition Timothy J. Ingrassia........ May 23, 2014 1,875 Disposition Anthony H. Carpet........... May 29, 2014 100 Disposition Jeffrey B. Goldenberg....... May 29, 2014 3,100 Disposition John V. Mallory............. May 29, 2014 100 Disposition
The following cashless exercises of stock options were effected by the following Covered Persons, with the indicated number of underlying shares withheld by the Company to satisfy the exercise price and, in certain cases, applicable taxes, and the indicated number of underlying shares sold through Fidelity Brokerage Services LLC for cash on the New York Stock Exchange:
Strike Number of Sales Number of Number of Price Shares Price Shares Covered Person Date of Exercise Options (in $) Withheld (in $) Sold -------------- ---------------- --------- ------- --------- --------- --------- Christopher A. Cole........... April 21, 2014 5,000 131.64 0 157.2589 5,000 Mary D. Byron................. April 22, 2014 4,858 78.78 3,550 159.6204 1,308 Christopher A. Cole........... April 23, 2014 2,500 131.64 0 160.2600 2,500 Sean J. Gallagher............. April 23, 2014 10,000 78.78 7,752 160.2542 2,248 Justin G. Gmelich............. April 23, 2014 50,000 78.78 37,674 160.2542 12,326 Andrew M. Gordon.............. April 24, 2014 3,000 78.78 2,270 161.2436 730 Andrew M. Gordon.............. April 25, 2014 3,000 78.78 2,268 158.6352 732 Celeste A. Guth............... April 25, 2014 10,000 78.78 7,746 158.6352 2,254 Shigeki Kiritani.............. April 25, 2014 21,821 78.78 15,235 158.6352 6,586 Mary D. Byron................. April 29, 2014 4,858 78.78 3,560 157.8511 1,298 George C. Lee II.............. May 2, 2014 24,000 78.78 18,143 159.7487 5,857 John J. McCabe................ May 2, 2014 5,000 78.78 3,769 159.7487 1,231 Denise A. Wyllie.............. May 2, 2014 12,000 78.78 8,765 159.7487 3,235 Mary D. Byron................. May 6, 2014 4,858 78.78 3,562 154.7502 1,296 Kenneth L. Hirsch............. May 8, 2014 24,000 78.78 18,334 157.1344 5,666 Mary D. Byron................. May 13, 2014 4,858 78.78 3,536 160.2803 1,322 John J. McCabe................ May 13, 2014 5,000 78.78 3,775 160.2803 1,225 J. Ronald Morgan III.......... May 13, 2014 6,364 78.78 4,804 160.2803 1,560 Jeffrey P. Nedelman........... May 13, 2014 9,300 78.78 7,221 160.2803 2,079 Steven M. Barry............... May 14, 2014 12,000 78.78 9,045 159.8169 2,955 Stuart N. Bernstein........... May 14, 2014 2,000 78.78 1,509 159.8169 491 Stephan J. Feldgoise.......... May 14, 2014 19,060 78.78 14,367 159.8169 4,693 Matthew T. Fremont-Smith...... May 14, 2014 9,712 78.78 6,730 159.8169 2,982 J. Ronald Morgan III.......... May 14, 2014 6,360 78.78 4,794 159.8169 1,566 James R. Paradise............. May 14, 2014 5,000 78.78 3,653 159.8169 1,347
-21-
Strike Number of Sales Number of Number of Price Shares Price Shares Covered Person Date of Exercise Options (in $) Withheld (in $) Sold -------------- ---------------- --------- ------- --------- --------- --------- Paula B. Madoff............... May 15, 2014 5,000 78.78 3,883 156.6634 1,117 Eiji Ueda..................... May 15, 2014 15,000 78.78 8,961 156.6634 6,039 Andrew M. Gordon.............. May 20, 2014 2,500 78.78 1,902 156.3178 598 Douglas L. Feagin............. May 22, 2014 10,000 78.78 7,395 159.9134 2,605 Andrew M. Gordon.............. May 22, 2014 2,500 78.78 1,895 159.9134 605 Peter J. Lyon................. May 23, 2014 47,113 78.78 34,946 160.0319 12,167 Peter D. Selman............... May 23, 2014 43,878 78.78 31,639 160.0319 12,239 Stuart N. Bernstein........... May 27, 2014 1,000 78.78 755 162.1697 245 Christopher A. Cole........... May 27, 2014 2,500 131.64 0 162.5000 2,500 Christopher A. Cole........... May 27, 2014 2,000 131.64 0 162.8401 2,000 Sean J. Gallagher............. May 27, 2014 34,364 78.78 26,651 162.1697 7,713 Paula B. Madoff............... May 27, 2014 5,000 78.78 3,878 162.1697 1,122 Jeffrey P. Nedelman........... May 27, 2014 8,400 78.78 6,515 162.1697 1,885 Paul M. Russo................. May 27, 2014 20,000 78.78 15,512 162.1697 4,488 Peter D. Selman............... May 27, 2014 40,000 78.78 28,822 162.1697 11,178 Stuart N. Bernstein........... May 28, 2014 1,000 78.78 754 160.7729 246 Donald J. Duet................ May 28, 2014 13,000 78.78 10,064 160.7729 2,936 Andrew M. Gordon.............. May 28, 2014 2,685 78.78 2,028 160.7729 657 J. Ronald Morgan III.......... May 28, 2014 6,300 78.78 4,740 160.7729 1,560 Paul M. Russo................. May 28, 2014 10,000 78.78 7,741 160.7729 2,259 Peter D. Selman............... May 28, 2014 40,000 78.78 28,752 160.7729 11,248 Alasdair J. Warren............ May 28, 2014 2,500 78.78 1,222 160.7729 1,278 William J. Conley Jr.......... May 29, 2014 20,000 78.78 15,048 160.7086 4,952 Donald J. Duet................ May 29, 2014 13,000 78.78 10,064 160.7086 2,936 Kenneth L. Hirsch............. May 29, 2014 23,113 78.78 17,460 160.7086 5,653 William L. Jacob III.......... May 29, 2014 6,500 78.78 5,032 160.7086 1,468 Kathy M. Koll................. May 29, 2014 11,132 78.78 5,441 160.7086 5,691 James R. Paradise............. May 29, 2014 5,000 78.78 3,646 160.7086 1,354 Paul M. Russo................. May 29, 2014 10,000 78.78 7,742 160.7086 2,258 David M. Solomon.............. May 29, 2014 42,000 78.78 32,514 160.7086 9,486 Frederick Towfigh............. May 29, 2014 4,445 78.78 2,413 160.7086 2,032
-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:
Instrument and Number of Strike Price Covered Person Position Shares (in $) Maturity Date -------------- -------------- --------- ------------ ----------------- Jason H. Brauth.......... Call Written 2,100 160 July 19, 2014 Gwen R. Libstag.......... Call Written 4,200 180 July 19, 2014 Gwen R. Libstag*......... Call Written 26,400 175 July 19, 2014 Gwen R. Libstag*......... Call Written 20,700 180 July 19, 2014 Gwen R. Libstag.......... Call Written 5,100 180 July 19, 2014 Sanjeev K. Mehra......... Call Written 3,800 170 July 19, 2014 Ricardo Mora............. Call Written 5,000 165 July 19, 2014 Kenneth A. Pontarelli.... Call Written 1,000 165 July 19, 2014 Guy E. Saidenberg........ Call Written 29,000 200 July 19, 2014 Bradley J. Gross......... Call Written 2,000 180 October 18, 2014 Ming Yunn Stephanie Hui*. Call Written 8,000 175 October 18, 2014 Raghav Maliah............ Call Written 8,500 175 October 18, 2014 Jason H. Brauth.......... Call Written 2,100 160 January 17, 2015 John S. Daly............. Call Written 5,000 170 January 17, 2015 Ming Yunn Stephanie Hui*. Call Written 10,000 185 January 17, 2015 Scott A. Romanoff........ Call Written 800 165 January 17, 2015
* This transaction was conducted through an estate planning entity and relates to Other Shares. -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: June 12, 2014 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)).