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
-3-
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
-4-
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
-5-
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
-6-
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)).