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)
05/07/2020
3. Issuer Name and Ticker or Trading Symbol
Childrens Place, Inc. [ PLCE ]
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(1) 1,620,365 I See footnote(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(30) (30) (30) Common Shares 85 (30) I See footnote(1)(2)
Equity Swap(29) (29) (29) Common Shares 621 (29) I See footnote(1)(2)
Equity Swap(28) (28) (28) Common Shares 16,154 (28) I See footnote(1)(2)
Equity Swap(27) (27) (27) Common Shares 706 (27) I See footnote(1)(2)
Equity Swap(26) (26) (26) Common Shares 14,592 (26) I See footnote(1)(2)
Equity Swap(25) (25) (25) Common Shares 91 (25) I See footnote(1)(2)
Equity Swap(24) (24) (24) Common Shares 5,702 (24) I See footnote(1)(2)
Equity Swap(23) (23) (23) Common Shares 5,858 (23) I See footnote(1)(2)
Equity Swap(22) (22) (22) Common Shares 12,162 (22) I See foonote(1)(2)
Equity Swap(21) (21) (21) Common Shares 27,000 (21) I See footnote(1)(2)
Equity Swap(20) (20) (20) Common Shares 40,000 (20) I See footnote(1)(2)
Equity Swap(19) (19) (19) Common Shares 5,857 (19) I See footnote(1)(2)
Equity Swap(18) (18) (18) Common Shares 11,000 (18) I See footnote(1)(2)
Equity Swap(17) (17) (17) Common Shares 35,000 (17) I See footnote(1)(2)
Equity Swap(16) (16) (16) Common Shares 273.47 (16) I See footnote(1)(2)
Equity Swap(15) (15) (15) Common Shares 282.29 (15) I See footnote(1)(2)
Equity Swap(14) (14) (14) Common Shares 414.61 (14) I See footnote(1)(2)
Equity Swap(13) (13) (13) Common Shares 405.79 (13) I See footnote(1)(2)
Equity Swap(12) (12) (12) Common Shares 5,381.1 (12) I See footnote(1)(2)
Equity Swap(11) (11) (11) Common Shares 838.04 (11) I See footnote(1)(2)
Equity Swap(10) (10) (10) Common Shares 643.97 (10) I See footnote(1)(2)
Equity Swap(9) (9) (9) Common Shares 267.74 (9) I See footnote(1)(2)
Equity Swap(8) (8) (8) Common Shares 254.92 (8) I See footnote(1)(2)
Equity Swap(7) (7) (7) Common Shares 227.13 (7) I See footnote(1)(2)
Equity Swap(6) (6) (6) Common Shares 1,755.39 (6) I See footnote(1)(2)
Equity Swap(5) (5) (5) Common Shares 80.35 (5) I See footnote(1)(2)
Equity Swap(4) (4) (4) Common Shares 908.54 (4) I See footnote(1)(2)
Options(3) 06/19/2020 06/19/2020 Common Shares 50,000 20 I See footnote(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 subsidiary of GS Group. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. On May 8, 2020, the Reporting Persons experienced a decrease in their beneficial ownership that reduced their beneficial ownership to below 10% due to a reduction in excess securities borrows.
2. The Common Shares of the Issuer reported herein as indirectly purchased were beneficially owned directly by Goldman Sachs and indirectly by GS Group.
3. Goldman Sachs may exercise all or a portion of the Options for Common Shares of the Issuer on a 1 - for - 1 basis.
4. Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on 05/01/2030, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Shares above $49.98 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Shares below $49.98 per share, in each case, based on a notional amount of 908.54 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 05/01/2023, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Shares above $49.98 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Shares below $49.98 per share, in each case, based on a notional amount of 80.35 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 06/01/2021, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Shares above $49.98 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Shares below $49.98 per share, in each case, based on a notional amount of 1,755.39 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 05/06/2030, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Shares above $47.25 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Shares below $47.25 per share, in each case, based on a notional amount of 227.13 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 09/19/2022, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Shares above $97.58 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Shares below $97.58 per share, in each case, based on a notional amount of 254.92 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 09/19/2022, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Shares above $94.15 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Shares below $94.15 per share, in each case, based on a notional amount of 267.74 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 03/12/2030, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Shares above $58.92 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Shares below $58.92 per share, in each case, based on a notional amount of 643.97 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 03/12/2030, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Shares above $58.92 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Shares below $58.92 per share, in each case, based on a notional amount of 838.04 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 03/12/2030, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Shares above $58.92 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Shares below $58.92 per share, in each case, based on a notional amount of 5,381.10 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 03/26/2030, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Shares above $54.48 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Shares below $54.48 per share, in each case, based on a notional amount of 405.79 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 03/26/2030, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Shares above $54.48 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Shares below $54.48 per share, in each case, based on a notional amount of 414.61 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 03/27/2030, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Shares above $51.61 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Shares below $51.61 per share, in each case, based on a notional amount of 282.29 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 03/27/2030, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Shares above $51.61 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Shares below $51.61 per share, in each case, based on a notional amount of 273.47 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 07/02/2020, Goldman Sachs will pay to the counterparty any increase in the price of the Common Shares above $9.09 per share and the counterparty will pay to Goldman Sachs any decrease in the price of the Common Shares below $9.09 per share, in each case, based on a notional amount of 35,000 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 07/29/2020, Goldman Sachs will pay to the counterparty any increase in the price of the Common Shares above $146.48 per share and the counterparty will pay to Goldman Sachs any decrease in the price of the Common Shares below $146.48 per share, in each case, based on a notional amount of 11,000 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 06/01/2020, Goldman Sachs will pay to the counterparty any increase in the price of the Common Shares above $63.56 per share and the counterparty will pay to Goldman Sachs any decrease in the price of the Common Shares below $63.56 per share, in each case, based on a notional amount of 5,857 Common Shares and any additional costs and charges including any payments with respect to financial dividends.
20. Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on 08/05/2020, Goldman Sachs will pay to the counterparty any increase in the price of the Common Shares above $71.23 per share and the counterparty will pay to Goldman Sachs any decrease in the price of the Common Shares below $71.23 per share, in each case, based on a notional amount of 40,000 Common Shares and any additional costs and charges including any payments with respect to financial dividends.
21. Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on 06/04/2020, Goldman Sachs will pay to the counterparty any increase in the price of the Common Shares above $10.03 per share and the counterparty will pay to Goldman Sachs any decrease in the price of the Common Shares below $10.03 per share, in each case, based on a notional amount of 27,000 Common Shares and any additional costs and charges including any payments with respect to financial dividends.
22. Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on 08/06/2020, Goldman Sachs will pay to the counterparty any increase in the price of the Common Shares above $47.22 per share and the counterparty will pay to Goldman Sachs any decrease in the price of the Common Shares below $47.22 per share, in each case, based on a notional amount of 12,162 Common Shares and any additional costs and charges including any payments with respect to financial dividends.
23. Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on 06/09/2020, Goldman Sachs will pay to the counterparty any increase in the price of the Common Shares above $53.01 per share and the counterparty will pay to Goldman Sachs any decrease in the price of the Common Shares below $53.01 per share, in each case, based on a notional amount of 5,858 Common Shares and any additional costs and charges including any payments with respect to financial dividends.
24. Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on 12/20/2021, Goldman Sachs will pay to the counterparty any increase in the price of the Common Shares above $107.40 per share and the counterparty will pay to Goldman Sachs any decrease in the price of the Common Shares below $107.40 per share, in each case, based on a notional amount of 5,702 Common Shares and any additional costs and charges including any payments with respect to financial dividends.
25. Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on 12/08/2025, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Shares above $97.14 per share and the counterparty will pay to Goldman Sachs any increase in the price of the Common Shares below $97.14 per share, in each case, based on a notional amount of 91 Common Shares and any additional costs and charges including any payments with respect to financial dividends.
26. Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on 2/23/2023, Goldman Sachs will pay to the counterparty any increase in the price of the Common Shares above $13.92 per share and the counterparty will pay to Goldman Sachs any decrease in the price of the Common Shares below $13.92 per share, in each case, based on a notional amount of 14,592 Common Shares and any additional costs and charges including any payments with respect to financial dividends.
27. Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on 03/20/2030, Goldman Sachs will pay to the counterparty any increase in the price of the Common Shares above $19.81 per share and the counterparty will pay to Goldman Sachs any decrease in the price of the Common Shares below $19.81 per share, in each case, based on a notional amount of 706 Common Shares and any additional costs and charges including any payments with respect to financial dividends.
28. Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on 03/07/2029, Goldman Sachs will pay to the counterparty any increase in the price of the Common Shares above $20.07 per share and the counterparty will pay to Goldman Sachs any decrease in the price of the Common Shares below $20.07 per share, in each case, based on a notional amount of 16,154 Common Shares and any additional costs and charges including any payments with respect to financial dividends.
29. Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on 2/23/2023, Goldman Sachs will pay to the counterparty any increase in the price of the Common Shares above $27.66 per share and the counterparty will pay to Goldman Sachs any decrease in the price of the Common Shares below $27.66 per share, in each case, based on a notional amount of 621 Common Shares and any additional costs and charges including any payments with respect to financial dividends.
30. Goldman Sachs is a party to an equity swap agreement which, upon the termination of the agreement on 2/23/2023, Goldman Sachs will pay to the counterparty any increase in the price of the Common Shares above $27.67 per share and the counterparty will pay to Goldman Sachs any decrease in the price of the Common Shares below $27.67 per share, in each case, based on a notional amount of 85 Common Shares and any additional costs and charges including any payments with respect to financial dividends.
Remarks:
/s/ Nathan R. Burby, Attorney-in-fact 05/18/2020
/s/ Nathan R. Burby, Attorney-in-fact 05/18/2020
** Signature of Reporting Person Date
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