0001193125-13-056498.txt : 20130214 0001193125-13-056498.hdr.sgml : 20130214 20130213211310 ACCESSION NUMBER: 0001193125-13-056498 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130213 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: 13605848 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 d486309dsc13da.txt AMENDMENT NO. 83 TO SCHEDULE 13D ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FILE NO. 005-56295 ----------------- SCHEDULE 13D/A (RULE 13D-101) AMENDMENT NO. 83 ----------------- 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, 2013 (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 24,869,173 Voting Shares2 held by Covered Persons OWNED BY 11,489 Shared Ownership Shares held by Covered Persons3 EACH 29,963,515 Sixty Day Shares held by Covered Persons4 REPORTING 2,955,642 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 57,799,819 ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.61% ------------------------------------------------------------------------------- 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) 248,394 shares of Common Stock held by 17 private charitable foundations established by 17 Covered Persons; (ii) 2,703,071 shares of Common Stock held by certain family members of Covered Persons and by certain estate planning entities established by Covered Persons; and (iii) 4,177 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 Dorothee Blessing Germany Vivek Bohra Oliver R. Bolitho UK Stefan R. Bollinger Switzerland Brian W. Bolster Johannes M. Boomaars The Netherlands Robert D. Boroujerdi Jill A. Borst Alison L. Bott UK Patrick T. Boyle 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 Jason M. Brown UK Steven M. Bunson Nicholas F. Burgin 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 Steven N. Cho David Chou UK Thalia Chryssikou Greece Jane P. Chwick 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 Henry Cornell 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 Stephen D. Daniel Canada Anne Marie B. Darling David H. Dase Michael G. De Lathauwer Belgium 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
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ITEM 6 CITIZENSHIP (UNITED STATES UNLESS ITEM 1 OTHERWISE NAMES OF REPORTING PERSONS INDICATED) -------------------------- ------------ Joseph P. DiSabato Michele I. Docharty Albert F. Dombrowski 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 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 J. Michael Evans Canada Carl Faker France/ Lebanon Elizabeth C. Fascitelli Douglas L. Feagin Stephan J. Feldgoise Patrick J. Fels Gregg J. Felton Benjamin W. Ferguson Wolfgang Fink Germany Samuel W. Finkelstein Peter E. Finn David A. Fishman Elisabeth Fontenelli Colleen A. Foster Sheara J. Fredman Orit Freedman Israel Matthew T. Fremont-Smith Christopher G. French UK Richard A. Friedman Jacques Gabillon France Enrico S. Gaglioti 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 David J. Greenwald Michael J. Grimaldi Bradley J. Gross UK/USA Peter Gross Celeste A. Guth Anthony Gutman UK/USA Jonathan J. Hall UK Elizabeth M. Hammack Jan Hatzius Germany Keith L. Hayes UK Michael L. Hensch Bruce A. Heyman 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
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ITEM 6 CITIZENSHIP (UNITED STATES UNLESS ITEM 1 OTHERWISE NAMES OF REPORTING PERSONS INDICATED) -------------------------- ----------- Dimitrios Kavvathas Greece 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 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 John R. Levene UK Allan S. Levine Brian T. Levine Jack Levy Gwen R. Libstag Leland Lim Ryan D. Limaye Hao Cheng Liu Luca M. Lombardi Italy 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 John V. Mallory David M. Marcinek Alain Marcus Alison J. Mass Robert A. Mass Kathy M. Matsui Joseph S. Mauro Alastair J.C. Maxwell UK John J. McCabe Matthew B. McClure UK Patrick S. McClymont Dermot W. McDonogh Ireland Charles M. McGarraugh 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 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 Marc O. Nachmann Kenichi Nagasu Japan Ezra Nahum France/ USA Amol S. Naik India/ USA Jyothsna Natauri Una M. Neary Jeffrey P. Nedelman Anthony Noto Gavin G. O'Connor
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ITEM 6 CITIZENSHIP (UNITED STATES UNLESS ITEM 1 OTHERWISE NAMES OF REPORTING PERSONS INDICATED) -------------------------- -------------- L. Peter O'Hagan Canada/ USA Gregory G. Olafson Canada Brett A. Olsher UK/USA Terence J. O'Neill UK Timothy J. O'Neill Lisa Opoku Peter C. Oppenheimer UK Nigel M. O'Sullivan UK Gerald B. Ouderkirk III Fumiko Ozawa Japan 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 Daniel P. Petrozzo David B. Philip Richard Phillips Australia Stephen R. Pierce Hugh R. Pill UK Michelle H. Pinggera UK Dhruv Piplani India Kenneth A. Pontarelli Ellen R. Porges Dmitri Potishko Australia Dina Powell Gilberto Pozzi Italy Lorin P. Radtke John J. Rafter Ireland Sumit Rajpal India Richard N. Ramsden UK Sara E. Recktenwald Andrew K. Rennie Australia/ UK James H. Reynolds France Sean D. Rice Michael J. Richman Francois J. Rigou France Stuart Riley UK Michael Rimland Luigi G. Rizzo Italy Lora J. Robertson Karl J. Robijns Belgium Elizabeth A. 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 David C. Ryan 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 Susan J. Scher Stephen M. Scherr Clare R. Scherrer Joshua S. Schiffrin Jeffrey W. Schroeder Harvey M. Schwartz Mark Schwartz David A. Schwimmer Paul D. Scialla Peter E. Scialla Stephen B. Scobie UK Steven M. Scopellite 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 Daniel M. Shefter Heather K. Shemilt Canada Magid N. Shenouda UK 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
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ITEM 6 CITIZENSHIP (UNITED STATES UNLESS ITEM 1 OTHERWISE NAMES OF REPORTING PERSONS INDICATED) -------------------------- ---------------- 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 Jeffrey M. Tomasi Frederick Towfigh Donald J. Truesdale Kenro Tsutsumi Japan Richard J. Tufft UK Greg A. Tusar 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 Daniel Wainstein Brazil John E. Waldron Paul Walker Robert P. Wall 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 Michael K. Wise Martin Wiwen-Nilsson Sweden Andrew E. Wolff Kent J. Wosepka Denise A. Wyllie UK Chang-Po Yang China 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 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
-8- This Amendment No. 83 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. 83 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 February 1, 2013. (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 described below under "Information Regarding the Shareholders' Committee" (the "Participating Managing Directors"). -10- 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, 7,017,558 shares of Common Stock are subject to the Transfer Restrictions as of February 1, 2013. 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. PLEDGE AGREEMENTS Certain Covered Persons have pledged in the aggregate 815,842 shares of Common Stock to banks as collateral for loans. A portion of these pledged shares may be sold from time to time with the consent of the third-party lending institution. -12- REGISTRATION RIGHTS INSTRUMENT FOR FORMER EMPLOYEE MANAGING DIRECTORS In connection with the sale by certain Covered Persons (the "Former Employee Managing Directors") of shares of Common Stock acquired from GS Inc. pursuant to the terms of restricted stock units, GS Inc. entered into a Supplemental Registration Rights Instrument, dated as of June 19, 2000 (the "EMD Supplement"), which supplements the Registration Rights Instrument, dated as of December 10, 1999 (the "Registration Rights Instrument"). The following is a description of the Registration Rights Instrument, as supplemented by the EMD Supplement. The Registration Rights Instrument and the EMD Supplement are filed as Exhibits to this Schedule, and the following summary of these agreements is qualified in its entirety by reference thereto. Pursuant to the Registration Rights Instrument and the EMD Supplement, GS Inc. has agreed to pay all of the fees and expenses relating to the registered offering of shares of Common Stock held by the Former Employee Managing Directors, other than any agency fees and commissions or underwriting commissions or discounts or any transfer taxes incurred by the Former Employee Managing Directors in connection with the sales. GS Inc. also has agreed to indemnify the Former Employee Managing Directors against certain liabilities, including those arising under the Securities Act. DERIVATIVE INSTRUMENTS Certain Covered Persons have entered into derivative transactions with regard to shares of Common Stock as described in Annex F. -13- MATERIAL TO BE FILED AS EXHIBITS
Exhibit Description ------- ------------------------------------------------------------------------------------------------------------------------ A. Registration Rights Instrument, dated as of December 10, 1999 (incorporated by reference to Exhibit G to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)). B. Form of Counterpart to Shareholders' Agreement for former profit participating limited partners of The Goldman Sachs Group, L.P. (incorporated by reference to Exhibit I to Amendment No. 2 to the Initial Schedule 13D, filed June 21, 2000 (File No. 005-56295)). C. Form of Counterpart to Shareholders' Agreement for non-U.S. corporations (incorporated by reference to Exhibit L to Amendment No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)). D. Form of Counterpart to Shareholders' Agreement for non-U.S. trusts (incorporated by reference to Exhibit M to Amendment No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)). E. Supplemental Registration Rights Instrument, dated as of June 19, 2000 (incorporated by reference to Exhibit R to Amendment No. 5 to the Initial Schedule 13D, filed August 2, 2000 (File No. 005-56295)). F. Power of Attorney (incorporated by reference to Exhibit X to Amendment No. 14 to the Initial Schedule 13D, filed March 29, 2001 (File No. 005-56295)). G. Form of Written Consent Relating to Sale and Purchase of Common Stock (incorporated by reference to Exhibit FF to Amendment No. 35 to the Initial Schedule 13D, filed January 8, 2003 (File No. 005-56295)). H. Amended and Restated Shareholders' Agreement, effective as of January 22, 2010 (incorporated by reference to Exhibit 10.6 to GS Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (File No. 001-14965)).
-14- ANNEX A INFORMATION REQUIRED AS TO EXECUTIVE OFFICERS AND DIRECTORS OF CORPORATE REPORTING ENTITIES.
CONVICTIONS OR BENEFICIAL VIOLATIONS OF OWNERSHIP OF THE FEDERAL OR STATE COMMON STOCK OF 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. 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 29,963,515 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, 2013. 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 December 31, 2012, January 18, 2013 and January 24, 2013, an aggregate of 3,161,558 shares, 1,616 shares and 1,022,496 shares of Common Stock, respectively, were delivered to Covered Persons pursuant to the terms of restricted stock units and became Voting Shares. On January 17, 2013, an aggregate of 98,271 restricted shares of Common Stock were received by Covered Persons as compensation 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:
PRICE PER SHARE COVERED PERSON TRADE DATE NUMBER OF SHARES (IN $) -------------- ----------------- ---------------- --------------- Nicholas F. Burgin...................... January 7, 2013 500 115.00 Todd Hohman............................. January 7, 2013 1,400 115.00 Jason M. Brown.......................... January 17, 2013 16,539 140.98 David Chou.............................. January 17, 2013 5,000 140.10 David Chou.............................. January 17, 2013 4,380 141.00 Thomas G. Connolly...................... January 17, 2013 19,507 140.11 James V. Covello........................ January 17, 2013 273 140.05 Alexander C. Dibelius*.................. January 17, 2013 5,000 140.14 Gordon E. Dyal.......................... January 17, 2013 268 140.76 Gregg J. Felton......................... January 17, 2013 9,080 140.98 Benjamin W. Ferguson.................... January 17, 2013 1,400 140.75 Wolfgang Fink........................... January 17, 2013 2,000 140.98 Justin G. Gmelich*...................... January 17, 2013 8,467 141.58 Justin G. Gmelich*...................... January 17, 2013 1,533 141.62 Michael J. Graziano..................... January 17, 2013 692 141.02 Paul J. Huchro.......................... January 17, 2013 1,647 141.34 Hidehiro Imatsu......................... January 17, 2013 3,069 140.98 Andre Laport Ribeiro.................... January 17, 2013 3,527 140.98 George C. Lee II........................ January 17, 2013 713 141.27 David A. Lehman......................... January 17, 2013 502 140.10 David A. Lehman......................... January 17, 2013 100 140.49 David A. Lehman......................... January 17, 2013 100 140.50 David A. Lehman......................... January 17, 2013 300 140.52 David A. Lehman......................... January 17, 2013 500 140.55 Gregg R. Lemkau......................... January 17, 2013 5,000 140.21 Allan S. Levine......................... January 17, 2013 3,000 140.05 Leland Lim*............................. January 17, 2013 1,857 140.98 Ryan D. Limaye*......................... January 17, 2013 1,500 140.14 Ryan D. Limaye.......................... January 17, 2013 1,500 140.05 Antigone Loudiadis...................... January 17, 2013 7,319 140.98 David B. Ludwig......................... January 17, 2013 1,261 140.09 James A. McNamara....................... January 17, 2013 755 140.06 Michael J. Millette..................... January 17, 2013 636 140.45 Michael J. Millette..................... January 17, 2013 478 140.45
-19-
PRICE PER SHARE COVERED PERSON TRADE DATE NUMBER OF SHARES (IN $) -------------- ----------------- ---------------- --------------- Christopher Milner...................... January 17, 2013 3,370 141.00 Arjun N. Murti.......................... January 17, 2013 4,501 140.04 Gavin G. O'Connor....................... January 17, 2013 837 140.98 Peter C. Oppenheimer.................... January 17, 2013 500 140.98 Craig Packer............................ January 17, 2013 7,838 140.98 Nirubhan Pathmanabhan................... January 17, 2013 3,432 140.94 Daniel P. Petrozzo...................... January 17, 2013 130 140.98 David B. Philip......................... January 17, 2013 5,000 140.39 Dhruv Piplani........................... January 17, 2013 5,000 141.00 Dhruv Piplani........................... January 17, 2013 5,000 141.50 Dmitri Potishko......................... January 17, 2013 3,279 140.00 Dmitri Potishko......................... January 17, 2013 200 140.04 Dmitri Potishko......................... January 17, 2013 300 140.05 Dmitri Potishko......................... January 17, 2013 253 140.06 Dmitri Potishko......................... January 17, 2013 2,600 140.07 John J. Rafter.......................... January 17, 2013 212 140.76 Lora J. Robertson....................... January 17, 2013 469 140.98 Elizabeth E. Robinson................... January 17, 2013 2,956 140.98 Jami Rubin.............................. January 17, 2013 3,220 141.79 J. Richard Suth......................... January 17, 2013 387 141.67 Teresa Teague........................... January 17, 2013 1,100 140.98 Ryan J. Thall........................... January 17, 2013 3,603 140.98 Greg A. Tusar........................... January 17, 2013 449 140.00 John J. Vaske........................... January 17, 2013 20 139.91 John J. Vaske........................... January 17, 2013 695 139.94 Jeffrey L. Verschleiser................. January 17, 2013 22,285 140.50 Theodore T. Wang........................ January 17, 2013 2,300 141.27 Elisha Wiesel........................... January 17, 2013 2,052 140.98 Andrew F. Wilson........................ January 17, 2013 8,500 140.48 Paul M. Young........................... January 17, 2013 234 140.13 Jason M. Brown.......................... January 18, 2013 8,000 142.00 Jason M. Brown.......................... January 18, 2013 8,000 143.00 Nicholas F. Burgin...................... January 18, 2013 1,900 115.00 David Chou.............................. January 18, 2013 1,000 144.23 Francois-Xavier de Mallmann............. January 18, 2013 2,000 110.00 James P. Esposito....................... January 18, 2013 5,430 143.75 Benjamin W. Ferguson.................... January 18, 2013 1,400 141.71 David J. Greenwald...................... January 18, 2013 6,445 143.47 Todd Hohman............................. January 18, 2013 5,900 115.00 William L. Jacob III.................... January 18, 2013 2,000 144.57 Peter Kimpel............................ January 18, 2013 2,500 120.00 Peter Kimpel............................ January 18, 2013 2,500 125.00 Scott L. Lebovitz....................... January 18, 2013 500 144.35 Antigone Loudiadis...................... January 18, 2013 7,319 142.00 Antigone Loudiadis...................... January 18, 2013 7,319 144.00 Puneet Malhi............................ January 18, 2013 5,096 143.21 Matthew F. Mallgrave.................... January 18, 2013 398 144.31 Matthew B. McClure...................... January 18, 2013 1,706 144.58 John J. McGuire Jr...................... January 18, 2013 2,263 143.51 Sanjeev K. Mehra........................ January 18, 2013 45,000 135.00 Christopher Milner...................... January 18, 2013 3,371 142.00 Peter C. Oppenheimer.................... January 18, 2013 500 142.00 James R. Paradise....................... January 18, 2013 1,000 143.49
-20-
PRICE PER SHARE COVERED PERSON TRADE DATE NUMBER OF SHARES (IN $) -------------- ----------------- ---------------- --------------- James R. Paradise....................... January 18, 2013 1,000 143.57 James R. Paradise....................... January 18, 2013 1,000 143.76 John J. Rafter.......................... January 18, 2013 7,386 143.77 Daniel Shefter.......................... January 18, 2013 500 142.37 Daniel Shefter.......................... January 18, 2013 500 144.36 Damian E. Sutcliffe*.................... January 18, 2013 3 144.36 Damian E. Sutcliffe*.................... January 18, 2013 497 144.37 David D. Wildermuth..................... January 18, 2013 1,000 144.34 William D. Anderson Jr.................. January 22, 2013 114 143.90 Vivek J. Bantwal........................ January 22, 2013 800 145.73 David J. Greenwald...................... January 22, 2013 3,055 144.22 Michael J. Grimaldi..................... January 22, 2013 1,341 145.25 Kenneth L. Hirsch*...................... January 22, 2013 1,444 144.57 Timothy J. Ingrassia.................... January 22, 2013 17,000 145.86 William L. Jacob III.................... January 22, 2013 1,000 144.60 Todd W. Leland.......................... January 22, 2013 473 145.85 Gregg R. Lemkau......................... January 22, 2013 2,500 145.00 Puneet Malhi............................ January 22, 2013 4,000 145.00 John V. Mallory*........................ January 22, 2013 26 144.09 John V. Mallory*........................ January 22, 2013 500 144.11 John V. Mallory*........................ January 22, 2013 100 144.14 Patrick S. McClymont.................... January 22, 2013 159 144.76 Pablo J. Salame......................... January 22, 2013 4,596 144.68 Daniel Shefter.......................... January 22, 2013 366 145.79 Donald J. Truesdale..................... January 22, 2013 3,228 145.51 Tracey E. Benford....................... January 23, 2013 1,475 145.54 Alex S. Chi............................. January 23, 2013 340 145.80 Daniel L. Dees.......................... January 23, 2013 5,122 145.80 James Del Favero........................ January 23, 2013 1,109 145.49 Benjamin W. Ferguson.................... January 23, 2013 1,400 145.80 Wolfgang Fink........................... January 23, 2013 2,000 145.80 Sheara J. Fredman....................... January 23, 2013 344 145.80 Michael L. Hensch....................... January 23, 2013 54 145.47 Jorg H. Kukies.......................... January 23, 2013 1,636 145.13 Guy E. Saidenberg....................... January 23, 2013 436 145.43 Guy E. Saidenberg....................... January 23, 2013 8,271 145.46 Dalinc Ariburnu......................... January 24, 2013 4,284 145.21 Stefan R. Bollinger..................... January 24, 2013 188 145.21 Johannes M. Boomaars.................... January 24, 2013 254 145.21 Nicholas F. Burgin...................... January 24, 2013 531 145.00 Philippe L. Camu........................ January 24, 2013 584 145.21 Christopher A. Cole*.................... January 24, 2013 5,000 145.00 Cyril Cottu............................. January 24, 2013 1,394 145.21 Cyril Cottu............................. January 24, 2013 312 145.59 Cyril Cottu............................. January 24, 2013 552 145.78 Francois-Xavier de Mallmann............. January 24, 2013 96 145.00 Francois-Xavier de Mallmann............. January 24, 2013 506 145.21 Francois-Xavier de Mallmann............. January 24, 2013 191 145.88 Michele I. Docharty..................... January 24, 2013 200 144.53 Michele I. Docharty..................... January 24, 2013 400 144.54 Michele I. Docharty..................... January 24, 2013 400 144.55 Alessandro Dusi......................... January 24, 2013 1,190 145.21 Charalampos Eliades..................... January 24, 2013 2,391 145.21
-21-
PRICE PER SHARE COVERED PERSON TRADE DATE NUMBER OF SHARES (IN $) -------------- ----------------- ---------------- --------------- Charalampos Eliades..................... January 24, 2013 368 146.16 Charalampos Eliades..................... January 24, 2013 652 146.19 Antonio F.Esteves....................... January 24, 2013 4,855 145.21 Gonzalo R. Garcia....................... January 24, 2013 479 145.21 Francesco U. Garzarelli................. January 24, 2013 394 145.21 Martin Hintze........................... January 24, 2013 399 145.21 Dimitrios Kavvathas..................... January 24, 2013 11,799 145.21 Peter Kimpel............................ January 24, 2013 843 145.00 Peter Kimpel............................ January 24, 2013 70 145.21 Jorg H. Kukies.......................... January 24, 2013 388 145.21 James M. McMurdo........................ January 24, 2013 337 145.21 Marc O. Nachmann........................ January 24, 2013 2,000 145.20 Kenichi Nagasu.......................... January 24, 2013 557 145.00 Nigel M. O'Sullivan..................... January 24, 2013 4,954 145.21 Kostas N. Pantazopoulos................. January 24, 2013 511 145.21 James R. Paradise....................... January 24, 2013 499 145.00 Francesco Pascuzzi...................... January 24, 2013 758 145.21 Gilberto Pozzi.......................... January 24, 2013 715 145.21 James H. Reynolds....................... January 24, 2013 750 145.21 Luigi G. Rizzo.......................... January 24, 2013 240 145.21 Johannes Rombouts....................... January 24, 2013 1,194 145.21 Katsunori Sago.......................... January 24, 2013 3,299 145.00 Guy E. Saidenberg....................... January 24, 2013 262 145.21 Yann Samuelides......................... January 24, 2013 942 145.00 Lisa M. Shalett......................... January 24, 2013 635 145.11 Heather K. Shemilt...................... January 24, 2013 2,000 144.62 Christoph W. Stanger.................... January 24, 2013 280 145.21 Patrick Tassin de Nonneville............ January 24, 2013 903 145.00 Andrea Vella............................ January 24, 2013 1,304 145.21 Daniel Wainstein........................ January 24, 2013 5,285 144.48 Martin Wiwen-Nilsson.................... January 24, 2013 404 145.21 Paolo Zannoni........................... January 24, 2013 648 145.21 Mark E. Agne............................ January 25, 2013 15,056 144.52 Dalinc Ariburnu......................... January 25, 2013 3,612 144.28 Dalinc Ariburnu......................... January 25, 2013 10,698 144.32 David Chou.............................. January 25, 2013 2,449 144.69 David P. Eisman......................... January 25, 2013 112 144.57 Antigone Loudiadis...................... January 25, 2013 499 144.26 Timothy H. Moe.......................... January 25, 2013 2,512 144.27 Richard Phillips........................ January 25, 2013 7,882 144.26 Klaus B. Toft........................... January 25, 2013 1,030 144.37 Robin A. Vince.......................... January 25, 2013 865 144.71 Colleen A. Foster....................... January 28, 2013 3,800 144.78 Philip J. Moffitt....................... January 28, 2013 6,901 144.55 Philip J. Moffitt....................... January 28, 2013 508 144.60 Atosa Moini............................. January 28, 2013 250 145.15 Atosa Moini............................. January 28, 2013 250 145.25 Craig Packer............................ January 28, 2013 905 144.49 Lorin P. Radtke......................... January 28, 2013 1,230 143.91 Lisa M. Shalett......................... January 28, 2013 1,229 144.80 Laurence Stein.......................... January 28, 2013 837 144.36 Theodore T. Wang........................ January 28, 2013 2,338 144.00 Jane P. Chwick.......................... January 29, 2013 657 145.00
-22-
PRICE PER SHARE COVERED PERSON TRADE DATE NUMBER OF SHARES (IN $) -------------- ----------------- ---------------- --------------- Christopher A. Cole*.................... January 29, 2013 278 147.50 William J. Conley Jr.................... January 29, 2013 1,429 145.50 Edward A. Emerson....................... January 29, 2013 2,682 145.00 Andrew M. Gordon*....................... January 29, 2013 816 146.41 William L. Jacob III.................... January 29, 2013 1,649 145.00 J. Christopher A. Kojima................ January 29, 2013 553 145.81 Antigone Loudiadis...................... January 29, 2013 6,719 145.22 Matthew B. McClure...................... January 29, 2013 211 145.23 Atosa Moini............................. January 29, 2013 250 145.50 Atosa Moini............................. January 29, 2013 114 146.00 Peter C. Oppenheimer.................... January 29, 2013 500 147.00 Nirubhan Pathmanabhan................... January 29, 2013 903 144.10 John A. Sebastian....................... January 29, 2013 4,110 147.25 Gene T. Sykes*.......................... January 29, 2013 5,000 146.97 Frederick Towfigh....................... January 29, 2013 1,924 144.10 David Chou.............................. January 30, 2013 2,000 146.78 Joseph P. DiSabato*..................... January 30, 2013 1,813 146.28 Isabelle Ealet.......................... January 30, 2013 2,000 146.82 Isabelle Ealet.......................... January 30, 2013 1,000 147.00 Isabelle Ealet.......................... January 30, 2013 1,000 147.08 Douglas L. Feagin....................... January 30, 2013 2,000 147.18 David A. Fishman........................ January 30, 2013 158 146.88 Tim Leissner............................ January 30, 2013 6,874 146.80 Brett A. Olsher......................... January 30, 2013 20,000 146.34 John E. Waldron......................... January 30, 2013 2,500 147.02 W. Thomas York, Jr...................... January 30, 2013 2,280 147.11 Christopher A. Cole*.................... January 31, 2013 10,000 146.41 Christopher A. Cole*.................... January 31, 2013 4,722 147.50 Justin G. Gmelich*...................... January 31, 2013 7,500 147.61 Ronald Hua.............................. January 31, 2013 2,731 147.60 Matthew C. Westerman.................... January 31, 2013 7,656 146.50 Andrew E. Wolff......................... January 31, 2013 1,000 147.74 Armen A. Avanessians*................... February 1, 2013 10,000 149.75 David Chou.............................. February 1, 2013 1,000 149.77 Christopher A. Cole*.................... February 1, 2013 10,000 148.51 Christopher A. Cole*.................... February 1, 2013 15,000 150.00 Isabelle Ealet.......................... February 1, 2013 1,000 148.09 Isabelle Ealet.......................... February 1, 2013 1,000 150.24 Michael J. Graziano..................... February 1, 2013 1,190 148.32 William L. Jacob III.................... February 1, 2013 1,648 150.00 Gregg R. Lemkau......................... February 1, 2013 2,801 150.00 Gene T. Sykes*.......................... February 1, 2013 5,000 150.00 John E. Waldron......................... February 1, 2013 2,500 149.90 Elisha Wiesel........................... February 1, 2013 13,000 149.85 W. Thomas York, Jr...................... February 1, 2013 2,000 149.94
* This transaction was conducted through an estate planning entity and relates to Other Shares. -23- The following purchases of Voting Shares were made by the following Covered Persons through one or more subsidiaries of GS Inc. for cash on the New York Stock Exchange:
PRICE PER SHARE COVERED PERSON TRADE DATE NUMBER OF SHARES (IN $) -------------- ----------------- ---------------- --------------- Lee Guan Kelvin Koh......... January 17, 2013 1,000 140.98 Christina P. Minnis*........ January 18, 2013 550 141.42
* This transaction was conducted through an estate planning entity and relates to Other Shares. 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:
PRICE PER NUMBER OF SHARE ACQUISITION OR COVERED PERSON TRANSACTION DATE SHARES (IN $) DISPOSITION -------------- ------------------ --------- --------- -------------- Donald J. Duet........... December 14, 2012 1.1869 119.36 Acquisition Donald J. Duet........... December 31, 2012 1.1106 127.56 Acquisition Donald J. Duet........... January 15, 2013 1.0755 135.59 Acquisition Donald J. Duet........... January 24, 2013 22.1325 144.96 Acquisition Sanjeev K. Mehra......... January 24, 2013 10.4023 144.96 Acquisition Una M. Neary............. January 24, 2013 12.0723 144.96 Acquisition Joseph S. Mauro.......... January 28, 2013 200.5067 144.15 Acquisition Donald J. Duet........... January 31, 2013 0.9863 147.86 Acquisition
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 -------------- ------------------ ---------------- -------------- David J. Greenwald.......... December 19, 2012 2,000 Disposition Armen A. Avanessians........ December 28, 2012 3,084 Disposition Robert J. Sweeney........... December 28, 2012 822 Disposition James C. Katzman............ January 24, 2013 2,321 Disposition Timothy J. Ingrassia........ February 1, 2013 670 Disposition
-24- 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 -------------- -------------- --------- ------------ ----------------- David J. Greenwald....... Call Written 2,000 135 April 20, 2013 David J. Greenwald....... Call Written 1,500 130 April 20, 2013 David M. Marcinek........ Call Written 2,100 150 April 20, 2013 Arjun N. Murti........... Call Written 4,500 150 April 20, 2013 Karl J. Robijns.......... Put Written 10,000 140 April 20, 2013 Karl J. Robijns.......... Put Written 7,500 110 April 20, 2013 Karl J. Robijns.......... Call Written 5,000 150 April 20, 2013 David J. Greenwald....... Call Written 3,500 135 July 20, 2013 Bradley J. Gross......... Call Written 3,200 150 July 20, 2013 John A. Mahoney.......... Call Written 10,800 130 July 20, 2013 Karl J. Robijns.......... Put Written 10,000 125 July 20, 2013 Karl J. Robijns.......... Put Written 10,000 130 July 20, 2013 Johannes M. Boomaars..... Call Written 6,300 135 January 18, 2014
-25- 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 13, 2013 By: /s/ Beverly L. O'Toole ------------------------------ Name: Beverly L. O'Toole Title: Attorney-in-Fact -26- 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)).