SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
GOLDMAN SACHS GROUP INC

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/31/2020
3. Issuer Name and Ticker or Trading Symbol
CORE LABORATORIES N V [ CLB ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares 4,640,224 I See footnotes(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Equity Swap(19) (19) (19) Common Shares 476,135 (19) I See footnotes(1)(2)
Equity Swap(18) (18) (18) Common Shares 1,222,900 (18) I See footnotes(1)(2)
Equity Swap(17) (17) (17) Common Shares 2,084 (17) I See footnotes(1)(2)
Equity Swap(16) (16) (16) Common Shares 17,000 (16) I See footnotes(1)(2)
Equity Swap(15) (15) (15) Common Shares 19,000 (15) I See footnotes(1)(2)
Equity Swap(14) (14) (14) Common Shares 19,000 (14) I See footnotes(1)(2)
Equity Swap(13) (13) (13) Common Shares 1,134 (13) I See footnotes(1)(2)
Equity Swap(12) (12) (12) Common Shares 6,690 (12) I See footnotes(1)(2)
Equity Swap(11) (11) (11) Common Shares 12,000 (11) I See footnotes(1)(2)
Equity Swap(10) (10) (10) Common Shares 11,710 (10) I See footnotes(1)(2)
Equity Swap(9) (9) (9) Common Shares 2,041 (9) I See footnotes(1)(2)
Equity Swap(8) (8) (8) Common Shares 12,024 (8) I See footnotes(1)(2)
Equity Swap(7) (7) (7) Common Shares 101,239 (7) I See footnotes(1)(2)
Equity Swap(6) (6) (6) Common Shares 5,115 (6) I See footnotes(1)(2)
Equity Swap(5) (5) (5) Common Shares 3,524 (5) I See footnotes(1)(2)
Equity Swap(4) (4) (4) Common Shares 6,561 (4) I See footnotes(1)(2)
Equity Swap(3) (3) (3) Common Shares 551 (3) I See footnotes(1)(2)
1. Name and Address of Reporting Person*
GOLDMAN SACHS GROUP INC

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GOLDMAN SACHS & CO. LLC

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
Explanation of Responses:
1. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman Sachs & Co. LLC. ("Goldman Sachs" and, together with GS Group, the "Reporting Persons"). Goldman Sachs is a wholly-owned subsidiary of GS Group. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. On March 31, 2020, the Reporting Persons experienced an increase in their beneficial ownership of Core Laboratories N.V. to above 10% of the outstanding Common Shares but did not experience an increase in their pecuniary interest in the Issuer. On April 1, 2020, the Reporting Persons experienced a decrease in their beneficial ownership that reduced their beneficial ownership to below 10% of the outstanding Common Shares but did not experience a change in their pecuniary interest in the Issuer.
2. GS Group may be deemed to beneficially own indirectly the Common Shares by reason of Goldman Sachs' direct beneficial ownership.
3. Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on 02/04/2030, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Shares below $13.06 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Shares above $13.06 per share, in each case, based on a notional amount of 551 Common Shares and any additional costs and charges including any payments with respect to financial dividends.
4. Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on 09/14/2023 Goldman Sachs will pay to the counterparty any decrease in the price of the Common Shares below $12.00 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Shares above $12.00 per share, in each case, based on a notional amount of 6,561 Common Shares and any additional costs and charges including any payments with respect to financial dividends.
5. Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on 11/15/2023, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Shares below $20.29 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Shares above $20.29 per share, in each case, based on a notional amount of 3,524 Common Shares and any additional costs and charges including any payments with respect to financial dividends.
6. Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on 01/09/2025, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Shares below $13.52 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Shares above $13.52 per share, in each case, based on a notional amount of 5,115 Common Shares and any additional costs and charges including any payments with respect to financial dividends.
7. Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on 12/07/2023, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Shares below $13.52 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Shares above $13.52 per share, in each case, based on a notional amount of 101,239 Common Shares and any additional costs and charges including any payments with respect to financial dividends.
8. Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on 01/09/2025, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Shares below $10.94 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Shares above $10.94 per share, in each case, based on a notional amount of 12,024 Common Shares and any additional costs and charges including any payments with respect to financial dividends.
9. Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on 02/23/2023, Goldman Sachs will pay to the counterparty any increase in the price of the Common Shares above $8.59 per share and the counterparty will pay Goldman Sachs any decrease in the price of the Common Shares below $8.59 per share, in each case, based on a notional amount of 2,041 Common Shares and any additional costs and charges including any payments with respect to financial dividends.
10. Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on 8/13/2029, Goldman Sachs will pay to the counterparty any increase in the price of the Common Shares above $19.08 per share and the counterparty will pay Goldman Sachs any decrease in the price of the Common Shares below $19.08 per share, in each case, based on a notional amount of 11,710 Common Shares and any additional costs and charges including any payments with respect to financial dividends.
11. Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on 06/23/2020, Goldman Sachs will pay to the counterparty any increase in the price of the Common Shares above $9.80 per share and the counterparty will pay Goldman Sachs any decrease in the price of the Common Shares below $9.80 per share, in each case, based on a notional amount of 12,000 Common Shares and any additional costs and charges including any payments with respect to financial dividends.
12. Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on 02/26/2030, Goldman Sachs will pay to the counterparty any increase in the price of the Common Shares above $9.21 per share and the counterparty will pay Goldman Sachs any decrease in the price of the Common Shares below $9.21 per share, in each case, based on a notional amount of 6,690 Common Shares and any additional costs and charges including any payments with respect to financial dividends.
13. Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on 02/23/2023, Goldman Sachs will pay to the counterparty any increase in the price of the Common Shares above $8.10 per share and the counterparty will pay Goldman Sachs any decrease in the price of the Common Shares below $8.10 per share, in each case, based on a notional amount of 1,134 Common Shares and any additional costs and charges including any payments with respect to financial dividends.
14. Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on 06/02/2020, Goldman Sachs will pay to the counterparty any increase in the price of the Common Shares above $27.64 per share and the counterparty will pay Goldman Sachs any decrease in the price of the Common Shares below $27.64 per share, in each case, based on a notional amount of 19,000 Common Shares and any additional costs and charges including any payments with respect to financial dividends.
15. Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on 05/13/2020, Goldman Sachs will pay to the counterparty any increase in the price of the Common Shares above $8.49 per share and the counterparty will pay Goldman Sachs any decrease in the price of the Common Shares below $8.49 per share, in each case, based on a notional amount of 19,000 Common Shares and any additional costs and charges including any payments with respect to financial dividends.
16. Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on 05/06/2020, Goldman Sachs will pay to the counterparty any increase in the price of the Common Shares above $23.84 per share and the counterparty will pay Goldman Sachs any decrease in the price of the Common Shares below $23.84 per share, in each case, based on a notional amount of 17,000 Common Shares and any additional costs and charges including any payments with respect to financial dividends.
17. Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on 02/23/2023, Goldman Sachs will pay to the counterparty any increase in the price of the Common Shares above $22.14 per share and the counterparty will pay Goldman Sachs any decrease in the price of the Common Shares below $22.14 per share, in each case, based on a notional amount of 2,084 Common Shares and any additional costs and charges including any payments with respect to financial dividends.
18. Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on 04/01/2030, Goldman Sachs will pay to the counterparty any increase in the price of the Common Shares above $10.34 per share and the counterparty will pay Goldman Sachs any decrease in the price of the Common Shares below $10.34 per share, in each case, based on a notional amount of 1,222,900 Common Shares and any additional costs and charges including any payments with respect to financial dividends.
19. Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on 02/20/2025, Goldman Sachs will pay to the counterparty any increase in the price of the Common Shares above $15.13 per share and the counterparty will pay Goldman Sachs any decrease in the price of the Common Shares below $15.13 per share, in each case, based on a notional amount of 476,135 Common Shares and any additional costs and charges including any payments with respect to financial dividends.
Remarks:
/s/ Nathan R. Burby, Attorney-in-fact 05/19/2020
/s/ Nathan R. Burby, Attorney-in-fact 05/19/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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