0001193125-18-069521.txt : 20180305 0001193125-18-069521.hdr.sgml : 20180305 20180305061133 ACCESSION NUMBER: 0001193125-18-069521 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180305 DATE AS OF CHANGE: 20180305 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: 18664358 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 d545719dsc13da.txt AMENDMENT NO. 96 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 File No. 005-56295 ----------------- SCHEDULE 13D/A (Rule 13d-101) Amendment No. 96 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 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 15, 2018 (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 Persons/1/ (a) [X] As to a group consisting of persons other than Covered Persons (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 ---------------------------------------------------------------------------------------------- 8. SHARED VOTING POWER (See Item 6) (Applies to each person listed on Appendix A.) NUMBER OF 16,156,488 Voting Shares/2/ held by Covered Persons SHARES 1,472 Shared Ownership Shares held by Covered Persons/3/ BENEFICIALLY 651,533 Sixty Day Shares held by Covered Persons/4/ OWNED BY 2,225,843 Other Shares held by Covered Persons/5/ EACH ---------------------------------------------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER (See Item 6) PERSON As to Voting Shares, less than 1% WITH 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 19,035,336 --------------------------------------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] --------------------------------------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.00% --------------------------------------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN ---------------------------------------------------------------------------------------------------------------

-------- 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 B 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) 107,571 shares of Common Stock held by 10 private charitable foundations established by 10 Covered Persons; (ii) 2,117,042 shares of Common Stock held by certain family members of Covered Persons and by certain estate planning entities established by Covered Persons; and (iii) 1,230 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 ITEM 6 ITEM 1 Citizenship ITEM 1 Citizenship ---------------------------- (United States ---------------------------- (United States unless otherwise unless otherwise Names of Reporting Persons indicated) Names of Reporting Persons indicated) ---------------------------- ---------------- ---------------------------- ------------------ Fadi Abuali Canada/Kuwait David E. Casner Charles F. Adams Kenneth Gerard Castelino India Nicole Vijay Agnew Canada Donald J. Casturo Raanan A. Agus Christian Channell UK Philip S. Armstrong UK Sonjoy Chatterjee India Aaron M. Arth R. Martin Chavez Armen A. Avanessians Alex S. Chi Dean C. Backer David Chou UK Charles Baillie Gary W. Chropuvka Andrew J. Bagley UK Thalia Chryssikou Greece Vivek J. Bantwal Massimiliano Ciardi Italy Jennifer A. Barbetta Kent A. Clark Canada/USA Steven K. Barg Darren W. Cohen Thomas J. Barrett III Stephanie E. Cohen Jonathan Barry Colin Coleman South Africa Steven M. Barry Denis P. Coleman III Stacy Bash-Polley Kathleen A. Connolly Gareth W. Bater UK Thomas G. Connolly Ireland/USA Jonathan Andrew Bagot Karen R. Cook UK Bayliss UK Kenneth W. Coquillette Gerard M. Beatty Richard N. Cormack UK Deborah R. Beckmann David Coulson USA/UK Jonathan A. Beinner James V. Covello Heather Bellini Christopher A. Crampton Tracey E. Benford Jeffrey R. Currie Philip R. Berlinski Belgium/USA Michael D. Daffey Australia Frances R. Bermanzohn Canute H. Dalmasse Robert A. Berry UK/USA Anne Marie B. Darling Avanish R. Bhavsar David H. Dase Lloyd C. Blankfein Michael J. Daum Michael Blum Jennifer L. Davis Vivek Bohra Francois-Xavier de France/Switzerland Mallmann Stefan R. Bollinger Switzerland Daniel L. Dees Brian W. Bolster Mark F. Dehnert Shane M. Bolton UK Massimo Della Ragione Italy Robert D. Boroujerdi Sara V. Devereux Jill A. Borst Olaf Diaz-Pintado Spain William C. Bousquette, Jr. Joseph P. DiSabato Sally A. Boyle UK Michele I. Docharty Michael J. Brandmeyer Jeff Douthit Jason H. Brauth Thomas M. Dowling Clarence K. Brenan Robert Drake-Brockman UK Samuel S. Britton Iain N. Drayton UK Michael Bruun Denmark Alessandro Dusi Italy Steven M. Bunson Isabelle Ealet France Robert A. Camacho Kenneth M. Eberts III Philippe L. Camu Belgium David P. Eisman Tavis Cannell UK/Ireland Charalampos Eliades Greece Michael J. Carr James Ellery UK

-3-

ITEM 6 ITEM 6 ITEM 1 Citizenship ITEM 1 Citizenship ---------------------------- (United States ---------------------------- (United States unless otherwise unless otherwise Names of Reporting Persons indicated) Names of Reporting Persons indicated) ---------------------------- ---------------- ---------------------------- ---------------- Kathleen G. Elsesser Nishi Grose UK Edward A. Emerson Argentina/UK Bradley J. Gross UK/USA James P. Esposito Peter Gross Michael P. Esposito Anthony Gutman UK/USA Carl Faker France/Lebanon Carey Halio Elizabeth C. Fascitelli Elizabeth M. Hammack Stephan J. Feldgoise Joanne Hannaford UK Patrick J. Fels Jan Hatzius Germany Benjamin W. Ferguson Brian Michael Haufrect Carlos Fernandez-Aller Spain Peter Hermann Denmark Jonathan H. Fine UK/USA Edouard Hervey France Wolfgang Fink Germany Matthias Hieber Austria Samuel W. Finkelstein Charles P. Himmelberg Peter E. Finn Amanda S. Hindlian David A. Fishman Martin Hintze Germany Colleen A. Foster Kenneth L. Hirsch David A. Fox Kenneth W. Hitchner Sheara J. Fredman Simon N. Holden UK Christopher G. French UK Dane E. Holmes David A. Friedland Ning Hong China Richard A. Friedman Sean C. Hoover Johannes P. Fritze Germany/USA Harold P. Hope III Andrew John Fry Australia Ericka T. Horan Dino Fusco Shin Horie Japan Jacques Gabillon France Russell W. Horwitz Charlie H. Gailliot James P. Houghton UK Sean J. Gallagher Erdit F. Hoxha Albania/UK Gonzalo R. Garcia Chile Pierre Hudry France James R. Garman UK Kathleen Hughes Ireland/USA M. Huntley Garriott, Jr. Ming Yunn Stephanie Hui UK/Hong Kong Francesco U. Garzarelli Italy Irfan S. Hussain Pakistan Gabriel Elliot Gelman Russell E. Hutchinson Canada/USA Matthew R. Gibson Hidehiro Imatsu Japan Jeffrey M. Gido Timothy J. Ingrassia Gary T. Giglio Omer Ismail USA/Pakistan Nick V. Giovanni William L. Jacob III Joshua Glassman Nitin Jindal India John L. Glover III Christian W. Johnston Australia Justin G. Gmelich Andrew J. Jonas Richard J. Gnodde Ireland/South Adrian M. Jones Ireland Africa Eric S. Jordan Cyril J. Goddeeris Canada Roy R. Joseph Guyana Jeffrey B. Goldenberg Andrew J. Kaiser Alexander S. Golten UK Etsuko Kanayama Japan Court E. Golumbic Vijay M. Karnani India Parameswaran Gopikrishnan India Alan S. Kava Andrew M. Gordon Geraldine Keefe UK/Spain Sarah J. Gray UK Andre Helmut Kelleners Germany Michael J. Graziano Kevin G. Kelly

-4-

ITEM 6 ITEM 6 ITEM 1 Citizenship ITEM 1 Citizenship ---------------------------- (United States ---------------------------- (United States unless otherwise unless otherwise Names of Reporting Persons indicated) Names of Reporting Persons indicated) ---------------------------- ---------------- ---------------------------- ---------------- Christopher Keogh Raja Mahajan Aasem G. Khalil John A. Mahoney Tammy A. Kiely Puneet Malhi UK John J. Kim Raghav Maliah India Robert C. King, Jr. John V. Mallory Simon J. Kingsbury UK Richard M. Manley UK Hideki Kinuhata Japan Clifton C. Marriott USA/UK Shigeki Kiritani Japan Michael C. J. Marsh UK Marie Louise Kirk Denmark Elizabeth Gregory Martin Maxim B. Klimov Ukraine Sarah Marie Martin Edward C. Knight UK Alison J. Mass Michael E. Koester Robert A. Mass Kathryn A. Koch US/UK Jason L. Mathews J. Christopher A. Kojima Canada/USA Kathy M. Matsui Adam M. Korn Alexander Mayer Germany David J. Kostin John J. McCabe Jorg H. Kukies Germany Matthew B. McClure UK Meena K. Lakdawala Dermot W. McDonogh Ireland Tuan Lam Brendan Michael McGovern Eric S. Lane John J. McGuire, Jr. David W. Lang Sean T. McHugh Nyron Z. Latif John W. McMahon Bruce M. Larson Richard P. McNeil Jamaica/USA Hugh J. Lawson Celine Mechain France Scott L. Lebovitz Avinash Mehrotra Brian J. Lee Ali S. Melli Saint Kitts and George C. Lee Nevis Gregory P. Lee Xavier C. Menguy France Ronald Lee David D. Miller David A. Lehman Milton R. Millman III Todd W. Leland Jung Min Laurent Lellouche France Christina P. Minnis Gregg R. Lemkau Kayhan Mirza Canada Gavin J. Leo-Rhynie USA/Jamaica Masanori Mochida Japan Deborah R. Leone Timothy H. Moe Ireland Eugene H. Leouzon France Joseph Montesano John R. Levene UK Ricardo Mora Brian T. Levine Sam Alexander Morgan UK Tianqing Li Hong Kong Thomas C. Morrow Gwen R. Libstag Edward Gary Morse, Jr. Dirk L. Lievens Belgium Sharmin Mossavar-Rahmani UK Ryan D. Limaye Heather Louise Mulahasani Luca M. Lombardi Italy Majedabadi Kohne UK Victor M. Lopez-Balboa Takashi Murata Japan Kyriacos Loupis Cyprus/USA Marc O. Nachmann David B. Ludwig Ezra Nahum France/USA Peter J. Lyon Amol S. Naik India/USA Paget MacColl Jyothsna Natauri John G. Madsen Una M. Neary

-5-

ITEM 6 ITEM 6 ITEM 1 Citizenship ITEM 1 Citizenship ----------------------------- (United States ---------------------------- (United States unless otherwise unless otherwise Names of Reporting Persons indicated) Names of Reporting Persons indicated) ----------------------------- ---------------- ---------------------------- ---------------- Jeffrey P. Nedelman David T. Rusoff Australia/UK/ Peter C. Russell Dimitrios Nikolakopoulos Greece Paul M. Russo Fergal J. O'Driscoll Ireland Colin J. Ryan Ireland Gregory G. Olafson Canada Ankur A. Sahu India Brett A. Olsher UK/USA Mahesh Saireddy Jernej Omahen Slovenia Pablo J. Salame Timothy J. O'Neill Julian Salisbury UK Lisa Opoku Thierry Sancier France Peter C. Oppenheimer UK Luke A. Sarsfield III Michael Martin Paese Adam H. Savarese Gregory K. Palm Jason M. Savarese Konstantinos N. Pantazopoulos Greece John R. Sawtell UK James R. Paradise UK Susan J. Scher Paul Gray Parker Stephen M. Scherr Francesco Pascuzzi Italy Clare R. Scherrer Anthony W. Pasquariello Joshua S. Schiffrin Sheila H. Patel Harvey M. Schwartz Nirubhan Pathmanabhan UK David A. Schwimmer David B. Philip Stephen B. Scobie UK Nicholas W. Phillips UK John A. Sebastian Hugh R. Pill UK Stacy D. Selig Ellen R. Porges Gaurav Seth India Kim-Thu Posnett Karen Patton Seymour Dmitri Potishko Australia Kunal K. Shah UK Alexander E. Potter Tejas A. Shah Gilberto Pozzi Italy Konstantin A. Shakhnovich Macario Prieto Spain Heather K. Shemilt Canada Robert Pulford UK Michael H. Siegel Xiao Qin UK Richard L. Siewert, Jr. John J. Rafter Ireland Suhail A. Sikhtian Sumit Rajpal Jason E. Silvers Ganesh Ramani India Nicholas Sims Australia Richard N. Ramsden UK Gavin Simms UK Marko John Ratesic Michael L. Simpson Andrew K. Rennie Australia/UK Kristin O. Smith Lawrence J. Restieri, Jr. Marshall Smith James H. Reynolds France Sarah E. Smith UK Kate D. Richdale UK David M. Solomon Michael J. Richman Mark R. Sorrell UK Francois J. Rigou France Christoph W. Stanger Austria Michael Rimland Esta E. Stecher Scott M. Rofey Laurence Stein South Africa/USA John F. W. Rogers Kevin M. Sterling Scott A. Romanoff John D. Storey Australia Johannes Rombouts The Netherlands Patrick M. Street UK Simon A. Rothery Australia Steven H. Strongin Jason T. Rowe Joseph Struzziery III Jami Rubin Umesh Subramanian India

-6-

ITEM 6 ITEM 6 ITEM 1 Citizenship ITEM 1 Citizenship ---------------------------- (United States ---------------------------- (United States unless otherwise unless otherwise Names of Reporting Persons indicated) Names of Reporting Persons indicated) ---------------------------- ---------------- ---------------------------- ---------------- Ram K. Sundaram India Ashok Varadhan Li Hui Suo China Christoph Vedral Germany Robert J. Sweeney Andrea Vella Italy Michael S. Swell Philip J. Venables UK/USA Joseph D. Swift Rajesh Venkataramani Aurora J. Swithenbank USA/UK Simone Verri Italy Gene T. Sykes Matthew P. Verrochi Christopher W. Taendler Jeffrey L. Verschleiser Harit Talwar Robin A. Vince UK/USA Jeremy Taylor Alejandro Vollbrechthausen Mexico Megan M. Taylor John E. Waldron Richard J. Taylor UK Simon R. Watson UK Thomas D. Teles Jeffrey S. Wecker Pawan Tewari Peter A. Weidman Ryan J. Thall Ronnie A. Wexler David S. Thomas Elisha Wiesel Ben W. Thorpe UK David D. Wildermuth Oliver Thym Germany John S. Willian Andrew R. Tilton Andrew F. Wilson New Zealand Joseph K. Todd Andrew E. Wolff Klaus B. Toft Denmark Neil Edward Wolitzer Hiroyuki Tomokiyo Japan Denise A. Wyllie UK Thomas Tormey Yoshihiko Yano Japan Padideh Nora Trojanow USA/UK Shinichi Yokote Japan Kenro Tsutsumi Japan W. Thomas York, Jr. Eiji Ueda Japan Wassim G. Younan Lebanon/UK Toshihiko Umetani Japan Han Song Zhu China Peter van der Goes, Jr. Adam J. Zotkow Mark A. Van Wyk Damien R. Vanderwilt Australia/UK Jonathan R. Vanica

-7- This Amendment No. 96 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. 96 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 approximately 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 15, 2015 (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. (d), (e) During the last five years no Covered Person 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 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. 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. -8- Covered Persons may from time to time acquire shares of Common Stock for investment purposes. Except as described herein and in Annex A and except for the acquisition by Covered Persons 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 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 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 B, 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: 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 C or previously reported on Schedule 13D, no Covered Person has effected any transactions in Common Stock in the 60 days preceding and including February 15, 2018. (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"). 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 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 -9- 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"). Effective January 15, 2015 (the "Effective Date"), in connection with GS Inc.'s implementation of stock ownership guidelines (the "Guidelines") for its senior executive officers, the transfer restrictions in the Shareholders' Agreement applicable to certain senior officers designated by the Shareholders' Committee (the "Special Transfer Restrictions" and, together with the General Transfer Restrictions, the "Transfer Restrictions") were amended to require such officers to retain sole beneficial ownership of a number of shares of Common Stock at least equal to 50% of the increase (or, if such Covered Person is then the chief executive officer of GS Inc., 75% of the increase) in Covered Shares received by or delivered to such Covered Person following the Effective Date. The prior Special Transfer Restrictions, which required each senior officer to retain 75% of his or her Covered Shares, will continue to apply to deliveries made prior to the Effective Date. The Guidelines require that the Corporation's chief executive officer hold shares of common stock equal to 10 times his or her base salary and each other senior executive officer hold shares of common stock equal to 6 times his or her base salary. The same shares may be used to satisfy the Guidelines, 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 certain 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, 7,999,975 shares of Common Stock are subject to the Transfer Restrictions as February 15, 2018. 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. 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. -10- 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, Harvey M. Schwartz and David M. Solomon are the members of the Shareholders' Committee. EMPLOYEE BENEFIT PLAN TRANSFER RESTRICTIONS Shares of Common Stock delivered to Covered Persons pursuant to certain GS Inc. employee compensation plans and arrangements are subject to restrictions on transfer. These restrictions lapse at various times depending on the terms of the grant or award. REGISTRATION RIGHTS INSTRUMENT FOR FORMER EMPLOYEE MANAGING DIRECTORS In connection with the sale by certain Covered Persons (the "Former Employee Managing Directors") of shares of Common Stock acquired from GS Inc. pursuant to the terms of restricted stock units, GS Inc. entered into a Supplemental Registration Rights Instrument, dated as of June 19, 2000 (the "EMD Supplement"), which supplements the Registration Rights Instrument, dated as of December 10, 1999 (the "Registration Rights Instrument"). The following is a description of the Registration Rights Instrument, as supplemented by the EMD 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. -11- DERIVATIVE INSTRUMENTS Certain Covered Persons have entered into derivative transactions with regard to shares of Common Stock as described in Annex D. -12- 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 F to Amendment No. 91 to the Initial Schedule 13D, filed February 9, 2016 (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 15, 2015 (incorporated by reference to Exhibit 10.6 to GS Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (File No. 001-14965)). -13- ANNEX A ITEM 4. PLANNED DISPOSITION OF SECURITIES OF THE ISSUER BY COVERED PERSONS. None. -14- ANNEX B ITEM 5(A). DESCRIPTION OF SHARES AS TO WHICH THERE IS A RIGHT TO ACQUIRE EXERCISABLE WITHIN 60 DAYS. An aggregate of 651,533 shares of Common Stock are deliverable to Covered Persons upon the exercise of stock options that have vested and are exercisable. The share amounts given above include the gross number of shares of Common Stock underlying these options and restricted stock units, and these shares are included in the aggregate number of shares beneficially owned by the Covered Persons under Rule 13d-3(d)(1) because they represent a right to acquire beneficial ownership within 60 days of February 15, 2018. Upon exercise of stock options or delivery of the shares pursuant to the terms of the restricted stock units, a net amount of shares will be actually delivered to the Covered Person, with some shares withheld for tax payments, to fund the option strike price or for other reasons. The net shares delivered to the Covered Person will continue to be included in the aggregate number of shares beneficially owned by the Covered Persons. The withheld shares will cease to be beneficially owned by any Covered Person, and will no longer be included in the aggregate number of shares beneficially owned by Covered Persons. Prior to delivery, the shares are included in Sixty Day Shares because the Covered Persons do not have the right to vote the shares. Upon delivery, the shares become Voting Shares. -15- ANNEX C ITEM 5(C). DESCRIPTION OF ALL TRANSACTIONS IN THE COMMON STOCK EFFECTED BY COVERED PERSONS IN THE PAST 60 DAYS AND NOT PREVIOUSLY REPORTED ON SCHEDULE 13D. On January 18, 2018, an aggregate of 2,449,307 shares of Common Stock were granted in the form of restricted stock under certain GS Inc. employee compensation plans or arrangements. Upon delivery, these shares immediately became Voting Shares. The following sales 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 or by delivery to counterparties upon settlement of derivative transactions:

Price Per Share Covered Person Trade Date Number of Shares (in $) -------------- ---------------- ---------------- --------------- Denis P. Coleman III January 18, 2018 3,900 251.0000 Robert Drake-Brockman January 18, 2018 496 254.4900 Eugene H. Leouzon January 18, 2018 1,259 251.6603 Sheila H. Patel January 18, 2018 2,128 250.9768 Johannes Rombouts January 18, 2018 3,000 254.4900 Fadi Abuali January 19, 2018 500 254.1629 Massimiliano Ciardi January 19, 2018 154 252.9265 John V. Mallory January 19, 2018 1,000 252.9429 John V. Mallory January 19, 2018 1,000 254.7980 Kristin O. Smith January 19, 2018 500 255.0000 Andrea Vella January 19, 2018 49,800 255.0000 Ronnie A. Wexler January 19, 2018 1,692 254.2982 Fadi Abuali January 22, 2018 700 260.5329 Michael Bruun January 22, 2018 1,034 255.5200 Michael J. Daum January 22, 2018 1,379 261.8261 Ganesh Ramani January 22, 2018 7,349 260.1261 Court E. Golumbic January 22, 2018 1,731 261.2674 Simon N. Holden January 22, 2018 2,000 258.8963 Dirk L. Lievens January 22, 2018 754 255.5200 John V. Mallory January 22, 2018 2,000 260.3040 John V. Mallory January 22, 2018 1,000 262.4600 Nirubhan Pathmanabhan January 22, 2018 563 260.0000 Robert Pulford January 22, 2018 862 261.2429 Paul M. Russo January 22, 2018 69 260.0000 Paul M. Russo January 22, 2018 100 260.2600 Paul M. Russo January 22, 2018 100 260.7800 Paul M. Russo January 22, 2018 100 260.8400 Paul M. Russo January 22, 2018 1,631 261.3505 Kunal K. Shah January 22, 2018 1,528 262.0744 Harit Talwar January 22, 2018 3,000 260.5576 Adam J. Zotkow January 22, 2018 500 260.6300 Fadi Abuali January 23, 2018 300 259.0167 Charles F. Adams January 23, 2018 674 259.1820 Nicole Vijay Agnew January 23, 2018 1,000 260.0000 Philip S. Armstrong January 23, 2018 1,473 258.5133 Andrew J. Bagley January 23, 2018 552 259.3422 Vivek J. Bantwal January 23, 2018 729 260.1246 Steven K. Barg January 23, 2018 759 260.0000 Thomas J. Barrett III January 23, 2018 824 258.7508 Jonathan Barry January 23, 2018 1,702 258.0000 Stacy Bash-Polley January 23, 2018 4,266 258.0000 Deborah R. Beckmann January 23, 2018 430 258.6472 Jonathan A. Beinner January 23, 2018 10,834 258.0000 Philip R. Berlinski January 23, 2018 5,139 259.0200

-16-

Price Per Share Covered Person Trade Date Number of Shares (in $) -------------- ---------------- ---------------- --------------- Frances R. Bermanzohn January 23, 2018 4,454 258.3465 Frances R. Bermanzohn* January 23, 2018 3,903 258.4213 Brian W. Bolster January 23, 2018 635 258.0000 Jill A. Borst January 23, 2018 1,419 258.0000 William C. Bousquette, Jr. January 23, 2018 493 258.7500 Jason H. Brauth January 23, 2018 1,799 259.9500 Clarence K. Brenan January 23, 2018 784 258.9717 Steven M. Bunson January 23, 2018 633 258.0000 Robert A. Camacho January 23, 2018 658 259.0202 Philippe L. Camu January 23, 2018 3,394 258.6866 Michael J. Carr January 23, 2018 4,685 260.0006 Donald J. Casturo January 23, 2018 1,000 259.3440 Gary W. Chropuvka January 23, 2018 734 259.1527 Massimiliano Ciardi January 23, 2018 200 259.1000 Darren W. Cohen January 23, 2018 282 258.0000 Colin Coleman January 23, 2018 2,199 260.0000 Denis P. Coleman III January 23, 2018 4,850 257.9012 Kathleen A. Connolly January 23, 2018 275 260.0000 Thomas G. Connolly January 23, 2018 1,798 258.6670 James V. Covello January 23, 2018 1,348 258.0000 Christopher A. Crampton January 23, 2018 231 258.0000 Daniel L. Dees January 23, 2018 6,702 259.1568 Massimo Della Ragione January 23, 2018 829 258.6184 Robert Drake-Brockman January 23, 2018 644 259.3087 Stephan J. Feldgoise January 23, 2018 745 258.7310 Stephan J. Feldgoise January 23, 2018 2,246 259.4087 Jonathan H. Fine January 23, 2018 635 258.6688 Christopher G. French January 23, 2018 2,979 257.8778 Johannes P. Fritze January 23, 2018 376 259.1410 Matthew R. Gibson January 23, 2018 1,777 259.0414 Matthew R. Gibson January 23, 2018 1,820 259.9251 Jeffrey M. Gido January 23, 2018 582 258.0000 Nick V. Giovanni January 23, 2018 683 259.3245 Joshua Glassman January 23, 2018 446 258.8902 John L. Glover III January 23, 2018 731 259.9629 Court E. Golumbic January 23, 2018 253 258.0000 Sarah J. Gray January 23, 2018 470 259.9079 Michael J. Graziano January 23, 2018 4,432 258.0000 Bradley J. Gross January 23, 2018 946 258.0000 Carey Halio January 23, 2018 140 258.0000 Elizabeth M. Hammack January 23, 2018 1,693 258.7096 Brian Michael Haufrect January 23, 2018 231 258.0000 Amanda S. Hindlian January 23, 2018 379 258.0000 Martin Hintze January 23, 2018 1,480 259.0692 Martin Hintze January 23, 2018 3,395 259.0730

-17-

Price Per Share Covered Person Trade Date Number of Shares (in $) -------------- ---------------- ---------------- --------------- Kenneth L. Hirsch January 23, 2018 1,820 259.0269 Ericka T. Horan January 23, 2018 294 258.7334 Russell W. Horwitz January 23, 2018 946 258.0000 Kathleen Hughes January 23, 2018 376 258.0000 Irfan S. Hussain January 23, 2018 588 259.4879 Russell E. Hutchinson January 23, 2018 379 258.0000 Omer Ismail January 23, 2018 185 258.7554 William L. Jacob III January 23, 2018 5,015 258.6396 Andrew J. Jonas January 23, 2018 4,124 259.1551 Roy R. Joseph January 23, 2018 1,011 259.2853 Andre Helmut Kelleners January 23, 2018 253 258.5579 Christopher Keogh January 23, 2018 534 258.0000 Aasem G. Khalil January 23, 2018 400 260.0000 Tammy A. Kiely January 23, 2018 632 258.0000 Maxim B. Klimov January 23, 2018 700 258.7065 Maxim B. Klimov January 23, 2018 350 259.1749 Kathryn A. Koch January 23, 2018 298 258.0000 Kathy M. Matsui January 23, 2018 2,588 258.8836 Adam M. Korn January 23, 2018 3,794 259.9800 Meena K. Lakdawala January 23, 2018 1,099 259.0082 Tuan Lam January 23, 2018 1,056 258.0000 Hugh J. Lawson January 23, 2018 909 258.4390 David A. Lehman January 23, 2018 4,034 258.0000 Todd W. Leland January 23, 2018 5,729 259.1253 Gavin J. Leo-Rhynie January 23, 2018 70 257.7200 Ryan D. Limaye* January 23, 2018 2,309 258.0788 Ryan D. Limaye* January 23, 2018 2,378 259.6345 David B. Ludwig January 23, 2018 473 259.0000 David B. Ludwig January 23, 2018 500 259.3500 David B. Ludwig January 23, 2018 500 259.7310 Clifton C. Marriott January 23, 2018 221 260.0000 Michael C. J. Marsh January 23, 2018 745 258.4130 Sarah Marie Martin January 23, 2018 3,928 258.0000 Alison J. Mass January 23, 2018 2,718 259.6194 Matthew B. McClure January 23, 2018 1,473 259.0000 John J. McGuire, Jr. January 23, 2018 1,123 258.8527 David D. Miller January 23, 2018 1,891 258.0000 Christina P. Minnis January 23, 2018 1,693 258.0000 Joseph Montesano January 23, 2018 3,299 259.5361 Sam Alexander Morgan January 23, 2018 1,348 257.8148 Marc O. Nachmann January 23, 2018 6,732 259.7233 Ezra Nahum January 23, 2018 3,464 258.0000 Amol S. Naik January 23, 2018 506 258.6157 Una M. Neary January 23, 2018 379 259.2353

-18-

Price Per Share Covered Person Trade Date Number of Shares (in $) -------------- ---------------- ---------------- --------------- Jeffrey P. Nedelman* January 23, 2018 3,794 259.1635 Michael Martin Paese January 23, 2018 506 258.0000 Paul Gray Parker January 23, 2018 6,026 257.6755 Francesco Pascuzzi January 23, 2018 277 258.6559 Francesco Pascuzzi January 23, 2018 234 258.6871 Sheila H. Patel January 23, 2018 4,078 258.0000 Kim-Thu Posnett January 23, 2018 131 258.0000 Alexander E. Potter January 23, 2018 588 258.0000 John J. Rafter January 23, 2018 1,271 260.0000 John J. Rafter January 23, 2018 2,452 260.0033 Sumit Rajpal January 23, 2018 5,015 259.9500 Marko John Ratesic January 23, 2018 253 258.0000 Michael J. Richman January 23, 2018 1,348 258.0000 Jason T. Rowe January 23, 2018 553 259.7436 David T. Rusoff January 23, 2018 506 258.0000 Peter C. Russell January 23, 2018 5,675 259.1636 Jason M. Savarese January 23, 2018 734 258.5563 Susan J. Scher January 23, 2018 1,045 258.0000 Stephen M. Scherr January 23, 2018 8,513 260.0000 Joshua S. Schiffrin January 23, 2018 4,619 258.5000 Gaurav Seth January 23, 2018 1,004 258.0000 Tejas A. Shah January 23, 2018 824 258.0000 Konstantin A. Shakhnovich January 23, 2018 3,794 259.1562 Richard L. Siewert, Jr. January 23, 2018 682 258.0000 Gavin Simms January 23, 2018 3,534 259.8645 Michael L. Simpson January 23, 2018 632 258.0000 Marshall Smith January 23, 2018 1,281 260.0016 Patrick M. Street January 23, 2018 5,488 258.3818 Steven H. Strongin January 23, 2018 9,173 258.0000 Joseph Struzziery III January 23, 2018 897 258.6081 Umesh Subramanian January 23, 2018 379 259.8300 Michael S. Swell January 23, 2018 1,182 258.0000 Joseph D. Swift January 23, 2018 1,079 258.0000 Christopher W. Taendler January 23, 2018 635 258.0000 Thomas D. Teles January 23, 2018 6,896 259.1211 Ryan J. Thall January 23, 2018 994 259.0710 David S. Thomas January 23, 2018 242 258.0000 Joseph K. Todd January 23, 2018 480 258.7583 Thomas Tormey January 23, 2018 3,546 258.8253 Mark A. Van Wyk January 23, 2018 3,959 258.0000 Rajesh Venkataramani January 23, 2018 2,023 258.9520 Matthew P. Verrochi January 23, 2018 3,299 259.1739 Robin A. Vince January 23, 2018 2,000 259.0000 Ronnie A. Wexler January 23, 2018 588 259.1659

-19-

Price Per Share Covered Person Trade Date Number of Shares (in $) -------------- ---------------- ---------------- --------------- Elisha Wiesel January 23, 2018 3,326 258.0000 Andrew E. Wolff January 23, 2018 3,500 259.6471 Neil Edward Wolitzer January 23, 2018 151 258.0000 Charles F. Adams January 24, 2018 674 264.7474 Tracey E. Benford January 24, 2018 2,685 262.2421 David E. Casner January 24, 2018 1,253 264.5000 Kenneth Gerard Castelino January 24, 2018 682 263.5236 Donald J. Casturo January 24, 2018 1,000 261.0790 Massimiliano Ciardi January 24, 2018 108 263.1985 Kent A. Clark January 24, 2018 12,548 261.0000 Jennifer L. Davis January 24, 2018 185 260.3000 Jeff Douthit January 24, 2018 5,161 264.1558 Iain N. Drayton January 24, 2018 1,593 260.3000 Benjamin W. Ferguson January 24, 2018 2,378 263.5007 Samuel W. Finkelstein January 24, 2018 1,261 262.5285 David A. Fox January 24, 2018 629 263.2664 David A. Fox January 24, 2018 1,182 264.5548 Gabriel Elliot Gelman January 24, 2018 1,000 264.5000 Gary T. Giglio January 24, 2018 910 264.0000 Peter Gross January 24, 2018 4,149 261.0735 Peter Gross* January 24, 2018 3,785 273.6000 Jan Hatzius January 24, 2018 4,454 260.3000 Simon N. Holden January 24, 2018 2,000 264.1405 Aasem G. Khalil January 24, 2018 399 263.0000 Marie Louise Kirk January 24, 2018 764 262.6000 Maxim B. Klimov January 24, 2018 700 263.8614 Eric S. Lane* January 24, 2018 11,549 264.0050 David W. Lang January 24, 2018 612 262.1167 Deborah R. Leone January 24, 2018 1,473 260.3000 Dirk L. Lievens January 24, 2018 434 264.3353 Dirk L. Lievens January 24, 2018 209 264.6891 Peter J. Lyon January 24, 2018 1,165 261.0000 Brendan Michael McGovern January 24, 2018 5,212 261.0000 Brett A. Olsher January 24, 2018 6,652 263.1063 Timothy J. O'Neill January 24, 2018 12,411 260.9926 Anthony W. Pasquariello January 24, 2018 1,320 265.0000 Nirubhan Pathmanabhan January 24, 2018 6,796 260.3000 David B. Philip January 24, 2018 5,015 263.6756 Gilberto Pozzi January 24, 2018 1,873 260.3000 Andrew K. Rennie January 24, 2018 4,463 264.2030 Scott M. Rofey January 24, 2018 285 264.0500 Paul M. Russo January 24, 2018 300 262.6833 Paul M. Russo January 24, 2018 700 264.2771 Jason E. Silvers* January 24, 2018 285 264.7370

-20-

Price Per Share Covered Person Trade Date Number of Shares (in $) -------------- ---------------- ---------------- --------------- Laurence Stein January 24, 2018 4,787 264.5808 Gene T. Sykes* January 24, 2018 5,000 263.8092 Harit Talwar January 24, 2018 1,000 262.5000 Megan M. Taylor January 24, 2018 2,627 260.3000 Ashok Varadhan January 24, 2018 5,454 264.2525 Robin A. Vince January 24, 2018 1,052 263.1500 Robin A. Vince* January 24, 2018 2,365 263.1508 John E. Waldron January 24, 2018 3,778 264.4991 Simon R. Watson January 24, 2018 986 264.9054 Andrew E. Wolff January 24, 2018 3,911 264.5527 Fadi Abuali January 25, 2018 584 268.9143 Nicole Vijay Agnew January 25, 2018 278 270.0000 Jennifer A. Barbetta January 25, 2018 531 266.7425 Steven K. Barg January 25, 2018 86 269.0200 Samuel S. Britton January 25, 2018 2,246 269.3694 Lisa Opoku January 25, 2018 632 270.0200 David Coulson January 25, 2018 1,196 269.9690 Iain N. Drayton January 25, 2018 642 266.0900 Patrick J. Fels January 25, 2018 683 266.0900 Simon N. Holden January 25, 2018 1,000 269.0278 Hidehiro Imatsu January 25, 2018 5,000 268.2852 Maxim B. Klimov January 25, 2018 363 268.9179 Laurent Lellouche January 25, 2018 2,372 269.7591 Eugene H. Leouzon January 25, 2018 634 266.0900 Paget MacColl January 25, 2018 163 266.0900 David D. Miller January 25, 2018 215 266.9876 Thomas C. Morrow January 25, 2018 3,750 266.0900 Jyothsna Natauri January 25, 2018 635 268.1669 Padideh Nora Trojanow January 25, 2018 1,000 266.6280 Francois J. Rigou January 25, 2018 2,000 266.0900 Scott M. Rofey January 25, 2018 280 268.3221 Scott M. Rofey January 25, 2018 100 270.1300 Simon A. Rothery January 25, 2018 6,656 266.0900 Jason T. Rowe January 25, 2018 249 269.1100 Paul M. Russo January 25, 2018 1,000 267.9620 Suhail A. Sikhtian January 25, 2018 4,907 268.5899 Kevin M. Sterling January 25, 2018 398 269.1200 Kevin M. Sterling January 25, 2018 886 269.8417 Gene T. Sykes* January 25, 2018 5,000 269.6388 John E. Waldron January 25, 2018 1,700 268.7852 Yoshihiko Yano January 25, 2018 622 266.0900 W. Thomas York Jr.* January 25, 2018 3,896 268.6859 Raanan A. Agus January 26, 2018 362 267.9255 Philip S. Armstrong January 26, 2018 1,474 267.8546 Andrew J. Bagley January 26, 2018 498 267.0541 Vivek J. Bantwal January 26, 2018 730 267.5000 Thomas J. Barrett III January 26, 2018 824 267.7663

-21-

Price Per Share Covered Person Trade Date Number of Shares (in $) -------------- ---------------- ---------------- --------------- Jonathan A. Beinner January 26, 2018 11,912 267.3500 Tracey E. Benford January 26, 2018 2,057 268.0540 Philip R. Berlinski January 26, 2018 5,139 267.8500 Brian W. Bolster January 26, 2018 635 267.5305 Jill A. Borst January 26, 2018 1,419 267.3500 William C. Bousquette, Jr. January 26, 2018 494 267.3561 Jason H. Brauth January 26, 2018 3,299 267.9500 Samuel S. Britton January 26, 2018 2,246 267.3500 Steven M. Bunson January 26, 2018 1,253 267.3500 Robert A. Camacho January 26, 2018 658 267.6837 Michael J. Carr January 26, 2018 4,685 267.1747 Alex S. Chi January 26, 2018 1,639 267.3500 Gary W. Chropuvka January 26, 2018 734 267.8062 Darren W. Cohen January 26, 2018 282 268.3771 Thomas G. Connolly January 26, 2018 1,672 268.0323 James V. Covello January 26, 2018 1,348 267.3500 Christopher A. Crampton January 26, 2018 225 267.3500 Jennifer L. Davis January 26, 2018 185 267.3200 Daniel L. Dees January 26, 2018 6,702 267.7864 Robert Drake-Brockman January 26, 2018 629 267.4931 Michael P. Esposito January 26, 2018 6,896 267.7164 Stephan J. Feldgoise January 26, 2018 2,246 267.8027 Patrick J. Fels January 26, 2018 683 267.1625 Jonathan H. Fine January 26, 2018 635 267.3500 David A. Fox January 26, 2018 1,833 267.2381 Christopher G. French January 26, 2018 1,348 268.0441 Johannes P. Fritze January 26, 2018 376 267.7548 Matthew R. Gibson January 26, 2018 1,821 267.9262 Jeffrey M. Gido January 26, 2018 582 267.3500 Nick V. Giovanni January 26, 2018 683 267.1139 John L. Glover III January 26, 2018 731 268.1155 Court E. Golumbic January 26, 2018 254 269.0000 Sarah J. Gray January 26, 2018 470 267.5564 Michael J. Graziano January 26, 2018 4,433 268.5321 Bradley J. Gross January 26, 2018 946 267.3500 Carey Halio January 26, 2018 140 267.3500 Brian Michael Haufrect January 26, 2018 231 267.9087 Amanda S. Hindlian January 26, 2018 367 267.3500 Martin Hintze January 26, 2018 2,400 267.8149 Kenneth L. Hirsch January 26, 2018 321 267.3440 Ericka T. Horan January 26, 2018 316 267.3500 Ericka T. Horan January 26, 2018 364 267.7620 Russell W. Horwitz January 26, 2018 946 268.2011 Kathleen Hughes January 26, 2018 376 267.9901

-22-

Price Per Share Covered Person Trade Date Number of Shares (in $) -------------- ---------------- ---------------- --------------- Russell E. Hutchinson January 26, 2018 352 267.9657 Hidehiro Imatsu January 26, 2018 10,000 267.7996 Omer Ismail January 26, 2018 185 267.3681 William L. Jacob III January 26, 2018 5,015 267.3500 Christian W. Johnston January 26, 2018 9,653 267.3500 Andrew J. Jonas January 26, 2018 4,124 268.0000 Roy R. Joseph January 26, 2018 734 267.5000 Andre Helmut Kelleners January 26, 2018 254 267.3500 Christopher Keogh January 26, 2018 911 266.2117 Aasem G. Khalil January 26, 2018 399 268.0175 Tammy A. Kiely January 26, 2018 632 267.3500 Marie Louise Kirk January 26, 2018 765 267.5592 Kathryn A. Koch January 26, 2018 377 267.3500 J. Christopher A. Kojima January 26, 2018 8,216 267.7771 Kathy M. Matsui January 26, 2018 2,697 267.3500 Adam M. Korn January 26, 2018 3,794 267.3189 Meena K. Lakdawala January 26, 2018 599 268.0000 Tuan Lam January 26, 2018 557 267.3500 Nyron Z. Latif January 26, 2018 786 267.1216 George C. Lee January 26, 2018 4,787 267.3500 Gregory P. Lee January 26, 2018 824 268.0000 David A. Lehman January 26, 2018 7,411 267.3500 Todd W. Leland January 26, 2018 5,390 267.7726 Gregg R. Lemkau January 26, 2018 10,113 267.5546 Gavin J. Leo-Rhynie January 26, 2018 142 267.2370 David B. Ludwig January 26, 2018 524 267.8500 David B. Ludwig January 26, 2018 250 267.9000 Paget MacColl January 26, 2018 163 268.4200 Michael C. J. Marsh January 26, 2018 731 268.6863 Alison J. Mass January 26, 2018 2,090 267.5776 Christina P. Minnis January 26, 2018 1,694 269.0000 Joseph Montesano January 26, 2018 3,299 267.2803 Marc O. Nachmann January 26, 2018 2,000 268.0220 Ezra Nahum January 26, 2018 3,464 267.7854 Amol S. Naik January 26, 2018 506 267.3500 Una M. Neary January 26, 2018 379 268.6490 Jeffrey P. Nedelman* January 26, 2018 3,794 267.8043 Michael Martin Paese January 26, 2018 506 267.3500 Sheila H. Patel January 26, 2018 4,078 267.8141 Nirubhan Pathmanabhan January 26, 2018 5,311 268.1605 Kim-Thu Posnett January 26, 2018 121 267.3500 Alexander E. Potter January 26, 2018 588 267.8127 Gilberto Pozzi January 26, 2018 1,217 267.3500 Marko John Ratesic January 26, 2018 254 267.3500

-23-

Price Per Share Covered Person Trade Date Number of Shares (in $) -------------- ---------------- ---------------- --------------- Andrew K. Rennie January 26, 2018 1,123 267.9311 Michael J. Richman January 26, 2018 1,348 267.3500 Scott M. Rofey January 26, 2018 280 267.8007 Jason T. Rowe January 26, 2018 172 267.9915 David T. Rusoff January 26, 2018 506 267.3500 Peter C. Russell January 26, 2018 5,675 267.7810 Jason M. Savarese January 26, 2018 734 267.3500 Susan J. Scher January 26, 2018 1,045 267.3500 Joshua S. Schiffrin January 26, 2018 4,619 268.0013 Stacy D. Selig January 26, 2018 324 268.5357 Gaurav Seth January 26, 2018 1,005 267.3500 Tejas A. Shah January 26, 2018 824 267.4483 Konstantin A. Shakhnovich January 26, 2018 3,794 267.7908 Richard L. Siewert, Jr. January 26, 2018 682 267.3500 Gavin Simms January 26, 2018 3,794 268.0000 Michael L. Simpson January 26, 2018 632 267.3500 Steven H. Strongin January 26, 2018 9,173 267.9378 Umesh Subramanian January 26, 2018 379 269.0000 Michael S. Swell January 26, 2018 1,182 267.8853 Joseph D. Swift January 26, 2018 483 267.7470 Thomas D. Teles January 26, 2018 7,411 267.7743 Ryan J. Thall January 26, 2018 210 267.5890 Joseph K. Todd January 26, 2018 480 268.9283 Mark A. Van Wyk January 26, 2018 3,959 268.6528 Matthew P. Verrochi January 26, 2018 3,299 268.1642 Ronnie A. Wexler January 26, 2018 588 267.8835 Elisha Wiesel January 26, 2018 2,508 267.3500 Andrew E. Wolff January 26, 2018 5,000 267.7871 Neil Edward Wolitzer January 26, 2018 151 267.3500 Fadi Abuali January 29, 2018 317 271.6621 Charles F. Adams January 29, 2018 674 271.7663 Frances R. Bermanzohn January 29, 2018 4,454 271.5742 Vivek Bohra January 29, 2018 650 272.1565 Clarence K. Brenan January 29, 2018 785 272.9099 David E. Casner January 29, 2018 1,253 269.5000 Kenneth Gerard Castelino January 29, 2018 682 271.7085 Massimiliano Ciardi January 29, 2018 200 271.9100 Denis P. Coleman III January 29, 2018 5,390 272.0625 Kathleen A. Connolly January 29, 2018 231 271.1930 David Coulson January 29, 2018 1,196 270.5626 Massimo Della Ragione January 29, 2018 808 271.5531 Joseph P. DiSabato January 29, 2018 607 269.0162 Iain N. Drayton January 29, 2018 531 269.0400 Alessandro Dusi January 29, 2018 500 271.5140

-24-

Price Per Share Covered Person Trade Date Number of Shares (in $) -------------- ---------------- ---------------- --------------- David P. Eisman January 29, 2018 2,696 273.2152 Gary T. Giglio January 29, 2018 910 272.6452 Joshua Glassman January 29, 2018 446 271.5510 Peter Gross* January 29, 2018 5,000 273.6000 Martin Hintze January 29, 2018 1,115 271.3249 Martin Hintze January 29, 2018 1,272 271.4040 Simon N. Holden January 29, 2018 1,000 270.5271 Irfan S. Hussain January 29, 2018 588 272.4755 Simon J. Kingsbury January 29, 2018 8,700 271.5748 Maxim B. Klimov January 29, 2018 800 272.2053 Meena K. Lakdawala January 29, 2018 100 272.0800 Eric S. Lane January 29, 2018 11,549 271.1776 Ronald Lee January 29, 2018 1,131 270.0000 Laurent Lellouche January 29, 2018 1,183 273.0762 Eugene H. Leouzon January 29, 2018 632 270.6989 Brian T. Levine January 29, 2018 10,780 272.3638 Ryan D. Limaye* January 29, 2018 4,078 272.8467 Ryan D. Limaye* January 29, 2018 2,827 272.9944 David B. Ludwig January 29, 2018 350 271.9229 Richard M. Manley January 29, 2018 1,284 269.9700 Matthew B. McClure January 29, 2018 1,474 270.0000 John J. McGuire, Jr. January 29, 2018 1,275 272.1653 David D. Miller January 29, 2018 1,891 271.3551 Sam Alexander Morgan January 29, 2018 1,321 270.0000 Marc O. Nachmann January 29, 2018 6,090 271.3711 Francesco Pascuzzi January 29, 2018 319 271.1619 Francesco Pascuzzi January 29, 2018 184 271.2700 Anthony W. Pasquariello January 29, 2018 1,320 272.0000 Nicholas W. Phillips January 29, 2018 1,448 272.0806 Gilberto Pozzi January 29, 2018 604 269.0400 Robert Pulford January 29, 2018 1,272 271.0715 Sumit Rajpal January 29, 2018 5,015 272.2500 James H. Reynolds January 29, 2018 1,097 269.0400 Francois J. Rigou January 29, 2018 800 270.0000 Paul M. Russo January 29, 2018 1,000 271.9120 Julian Salisbury January 29, 2018 10,000 271.9044 Luke A. Sarsfield III January 29, 2018 2,090 271.7302 Marshall Smith January 29, 2018 2,090 271.4861 Laurence Stein January 29, 2018 4,787 272.9371 Gene T. Sykes* January 29, 2018 5,000 271.3901 Harit Talwar January 29, 2018 1,000 272.0000 Jeremy Taylor January 29, 2018 1,422 272.1230 Pawan Tewari January 29, 2018 5,474 271.6880 Ben W. Thorpe January 29, 2018 760 272.6968 Oliver Thym January 29, 2018 1,000 272.0000

-25-

Price Per Share Covered Person Trade Date Number of Shares (in $) -------------- ---------------- ---------------- --------------- Ashok Varadhan January 29, 2018 4,642 272.0192 Robin A. Vince January 29, 2018 2,000 273.2500 John E. Waldron January 29, 2018 2,078 271.6932 Simon R. Watson January 29, 2018 680 271.3971 David D. Wildermuth January 29, 2018 750 271.3633 W. Thomas York Jr.* January 29, 2018 3,000 271.5013 Richard N. Cormack January 30, 2018 1,278 270.3900 Jeffrey R. Currie January 30, 2018 1,234 267.8519 Joseph P. DiSabato January 30, 2018 607 270.2503 David A. Fishman January 30, 2018 632 268.2647 Charles P. Himmelberg January 30, 2018 923 270.5297 Shigeki Kiritani January 30, 2018 2,596 270.3900 Hugh J. Lawson January 30, 2018 1,429 270.3900 Puneet Malhi January 30, 2018 3,422 268.5834 Dermot W. McDonogh January 30, 2018 1,056 269.2148 Kayhan Mirza January 30, 2018 5,491 268.9443 Gregory G. Olafson January 30, 2018 4,597 270.1671 Gregory G. Olafson January 30, 2018 4,825 270.2538 Scott M. Rofey January 30, 2018 279 269.2136 John R. Sawtell January 30, 2018 1,300 271.5354 Christoph W. Stanger January 30, 2018 1,196 270.6000 Joseph Struzziery III January 30, 2018 898 269.9356 David S. Thomas January 30, 2018 242 270.3900 Andrew E. Wolff January 30, 2018 2,700 268.6748 Philip S. Armstrong January 31, 2018 1,474 269.0680 Andrew J. Bagley January 31, 2018 498 269.3400 Steven K. Barg January 31, 2018 887 270.0000 Thomas J. Barrett III January 31, 2018 824 268.5716 Gareth W. Bater January 31, 2018 3,971 268.5000 Jonathan A. Beinner January 31, 2018 11,912 268.5000 Philip R. Berlinski January 31, 2018 4,932 269.4059 Brian W. Bolster January 31, 2018 635 269.5722 Jill A. Borst January 31, 2018 1,419 268.5000 William C. Bousquette, Jr. January 31, 2018 494 268.5000 Sally A. Boyle January 31, 2018 1,899 270.0000 Samuel S. Britton January 31, 2018 2,246 268.5000 Robert A. Camacho January 31, 2018 658 268.5000 Michael J. Carr January 31, 2018 152 270.0000 R. Martin Chavez January 31, 2018 10,289 268.7188 R. Martin Chavez January 31, 2018 1,540 268.8170 Gary W. Chropuvka January 31, 2018 678 268.4082 Darren W. Cohen January 31, 2018 282 268.5000 Stephanie E. Cohen January 31, 2018 494 269.4344 Thomas G. Connolly January 31, 2018 1,673 269.0000 Christopher A. Crampton January 31, 2018 214 268.3087

-26-

Price Per Share Covered Person Trade Date Number of Shares (in $) -------------- ---------------- ---------------- --------------- Jeffrey R. Currie January 31, 2018 617 268.5000 Jennifer L. Davis January 31, 2018 185 268.4608 Daniel L. Dees January 31, 2018 6,701 268.6798 Olaf Diaz-Pintado January 31, 2018 1,286 268.5000 Joseph P. DiSabato January 31, 2018 607 268.3714 Michele I. Docharty January 31, 2018 1,056 269.0815 Robert Drake-Brockman January 31, 2018 629 268.4390 Michael P. Esposito January 31, 2018 1,695 266.5891 Michael P. Esposito January 31, 2018 5,201 269.3096 Stephan J. Feldgoise January 31, 2018 2,246 269.3044 Jonathan H. Fine January 31, 2018 635 268.5000 David A. Fox January 31, 2018 1,182 268.0229 Christopher G. French January 31, 2018 1,346 268.5065 Johannes P. Fritze January 31, 2018 376 268.5568 Matthew R. Gibson January 31, 2018 1,821 269.4706 Jeffrey M. Gido January 31, 2018 582 268.3677 Gary T. Giglio January 31, 2018 1,694 270.0000 Nick V. Giovanni January 31, 2018 683 268.0105 Court E. Golumbic January 31, 2018 235 268.5000 Sarah J. Gray January 31, 2018 506 268.4680 Michael J. Graziano January 31, 2018 4,433 268.5002 Bradley J. Gross January 31, 2018 946 268.5000 Carey Halio January 31, 2018 140 268.5000 Brian Michael Haufrect January 31, 2018 231 268.5000 Amanda S. Hindlian January 31, 2018 352 268.5000 Martin Hintze January 31, 2018 3,672 268.7420 Martin Hintze January 31, 2018 1,115 268.9460 Kenneth L. Hirsch January 31, 2018 1,821 268.4586 Kathleen Hughes January 31, 2018 376 263.3480 Omer Ismail January 31, 2018 185 269.5114 Andrew J. Jonas January 31, 2018 140 270.0000 Roy R. Joseph January 31, 2018 734 268.8296 Andre Helmut Kelleners January 31, 2018 254 268.5000 Christopher Keogh January 31, 2018 910 269.6796 Tammy A. Kiely January 31, 2018 633 268.5000 Kathryn A. Koch January 31, 2018 298 268.5000 J. Christopher A. Kojima January 31, 2018 4,492 268.6685 Tuan Lam January 31, 2018 557 268.5000 Nyron Z. Latif January 31, 2018 1,561 268.4479 Hugh J. Lawson January 31, 2018 1,430 268.5000 Todd W. Leland January 31, 2018 5,390 268.6299 Laurent Lellouche January 31, 2018 1,370 269.7680 Gavin J. Leo-Rhynie January 31, 2018 70 268.5000 Paget MacColl January 31, 2018 168 268.7200

-27-

Price Per Share Covered Person Trade Date Number of Shares (in $) -------------- ---------------- ---------------- --------------- Richard M. Manley January 31, 2018 1,948 269.9700 Clifton C. Marriott January 31, 2018 365 267.7700 Alison J. Mass January 31, 2018 2,090 269.7052 John J. McGuire, Jr. January 31, 2018 1,123 269.8382 Sean T. McHugh January 31, 2018 1,399 268.5000 Joseph Montesano January 31, 2018 3,299 269.0061 Ezra Nahum January 31, 2018 3,465 268.6730 Amol S. Naik January 31, 2018 713 268.5000 Una M. Neary January 31, 2018 379 269.7332 Jeffrey P. Nedelman* January 31, 2018 2,257 269.5915 Michael Martin Paese January 31, 2018 506 268.5000 Anthony W. Pasquariello January 31, 2018 1,141 270.0000 Sheila H. Patel January 31, 2018 4,869 268.6397 Kim-Thu Posnett January 31, 2018 121 268.5000 Gilberto Pozzi January 31, 2018 1,821 268.5000 Marko John Ratesic January 31, 2018 504 268.5000 Kate D. Richdale January 31, 2018 4,126 268.8213 Michael J. Richman January 31, 2018 1,348 268.5000 Scott M. Rofey January 31, 2018 268 269.4075 Jason T. Rowe January 31, 2018 172 268.2400 David T. Rusoff January 31, 2018 506 268.5000 Peter C. Russell January 31, 2018 5,675 268.5573 Luke A. Sarsfield III January 31, 2018 1,045 269.6576 Susan J. Scher January 31, 2018 1,045 268.5000 Gaurav Seth January 31, 2018 1,005 268.5000 Tejas A. Shah January 31, 2018 824 268.9844 Konstantin A. Shakhnovich January 31, 2018 3,794 268.6183 Richard L. Siewert, Jr. January 31, 2018 480 269.8758 Gavin Simms January 31, 2018 3,794 269.0369 Michael L. Simpson January 31, 2018 633 268.7626 Mark R. Sorrell January 31, 2018 2,614 268.5000 Steven H. Strongin January 31, 2018 2,734 268.5000 Umesh Subramanian January 31, 2018 379 269.0000 Michael S. Swell January 31, 2018 1,182 269.7368 Joseph D. Swift January 31, 2018 483 268.5670 Thomas D. Teles January 31, 2018 7,411 268.6455 Ryan J. Thall January 31, 2018 211 268.4922 Mark A. Van Wyk January 31, 2018 4,256 269.3006 Simone Verri January 31, 2018 6,595 268.4981 Simon R. Watson January 31, 2018 680 269.5132 Ronnie A. Wexler January 31, 2018 622 268.5538 Neil Edward Wolitzer January 31, 2018 151 268.5000 Denise A. Wyllie January 31, 2018 4,871 268.5000 Raanan A. Agus February 1, 2018 758 266.0500

-28-

Price Per Share Covered Person Trade Date Number of Shares (in $) -------------- ---------------- ---------------- --------------- Vivek J. Bantwal February 1, 2018 730 270.0000 Steven M. Barry February 1, 2018 5,035 267.9930 Gareth W. Bater February 1, 2018 759 266.0500 Jason H. Brauth February 1, 2018 3,299 269.9500 Michael J. Carr February 1, 2018 4,534 270.0070 David E. Casner February 1, 2018 1,123 271.0000 Kathleen A. Connolly February 1, 2018 231 272.1395 David Coulson February 1, 2018 1,195 271.0542 Massimo Della Ragione February 1, 2018 861 266.0500 Joseph P. DiSabato February 1, 2018 607 266.1059 David P. Eisman February 1, 2018 1,348 271.6686 Patrick J. Fels February 1, 2018 683 270.0000 Peter E. Finn February 1, 2018 2,658 270.2015 Peter E. Finn February 1, 2018 47 270.2600 John L. Glover III February 1, 2018 731 268.2683 John L. Glover III February 1, 2018 224 269.6637 John L. Glover III February 1, 2018 1,065 270.3709 Justin G. Gmelich February 1, 2018 5,000 268.2741 Alexander S. Golten February 1, 2018 291 270.0000 Ericka T. Horan February 1, 2018 311 269.2629 Russell E. Hutchinson February 1, 2018 279 268.4615 Andrew J. Jonas February 1, 2018 3,984 270.5105 Andrew J. Kaiser February 1, 2018 2,043 270.2324 Andrew J. Kaiser* February 1, 2018 2,833 270.2324 Aasem G. Khalil February 1, 2018 399 270.0500 Adam M. Korn February 1, 2018 3,794 270.4500 Eric S. Lane February 1, 2018 2,500 270.1053 Eric S. Lane February 1, 2018 1,063 270.1146 Eric S. Lane February 1, 2018 6,549 270.1218 Eric S. Lane February 1, 2018 1,437 270.3500 Bruce M. Larson February 1, 2018 1,372 266.2158 Eugene H. Leouzon February 1, 2018 633 272.0000 Ryan D. Limaye* February 1, 2018 2,000 270.8330 Ryan D. Limaye* February 1, 2018 2,078 271.1456 Kyriacos Loupis February 1, 2018 4,288 268.4541 David B. Ludwig February 1, 2018 100 268.5200 David B. Ludwig February 1, 2018 250 268.5300 David B. Ludwig February 1, 2018 274 269.3000 David B. Ludwig February 1, 2018 200 270.3500 David B. Ludwig February 1, 2018 250 270.9000 David B. Ludwig February 1, 2018 150 271.7500 Peter J. Lyon February 1, 2018 4,180 270.1482 Michael C. J. Marsh February 1, 2018 731 270.0692 John W. McMahon February 1, 2018 8,468 269.6420

-29-

Price Per Share Covered Person Trade Date Number of Shares (in $) -------------- ---------------- ---------------- --------------- Milton R. Millman III February 1, 2018 7,446 270.0071 Milton R. Millman III February 1, 2018 3,724 272.0000 Christina P. Minnis February 1, 2018 1,694 269.0000 Sam Alexander Morgan February 1, 2018 1,322 271.5000 Marc O. Nachmann February 1, 2018 2,500 269.9330 Marc O. Nachmann February 1, 2018 4,911 270.0656 Francesco Pascuzzi February 1, 2018 503 266.0500 Anthony W. Pasquariello February 1, 2018 179 272.2300 Andrew K. Rennie February 1, 2018 1,123 269.5775 Scott M. Rofey February 1, 2018 277 270.6417 Pablo J. Salame February 1, 2018 10,000 270.4214 Joshua S. Schiffrin February 1, 2018 4,965 268.4123 Stacy D. Selig February 1, 2018 163 270.7584 Nicholas Sims February 1, 2018 2,000 268.0000 Nicholas Sims February 1, 2018 1,000 270.0000 Nicholas Sims February 1, 2018 612 271.0000 Kevin M. Sterling February 1, 2018 886 271.6658 Harit Talwar February 1, 2018 1,000 270.2370 David S. Thomas February 1, 2018 242 270.0000 Ben W. Thorpe February 1, 2018 376 270.3666 Matthew P. Verrochi February 1, 2018 2,980 270.0000 John E. Waldron February 1, 2018 3,778 270.0000 Aaron M. Arth February 2, 2018 750 270.0000 Steven M. Bunson February 2, 2018 177 264.9056 David E. Casner February 2, 2018 130 270.0000 Joseph P. DiSabato February 2, 2018 607 269.9851 Sheara J. Fredman February 2, 2018 1,764 270.0181 Elizabeth M. Hammack February 2, 2018 1,500 268.0000 John J. Kim February 2, 2018 1,708 260.0400 Elizabeth Gregory Martin February 2, 2018 306 262.0033 Francois J. Rigou February 2, 2018 1,879 270.0000 Joseph Struzziery III February 2, 2018 898 269.0000 Joseph P. DiSabato February 5, 2018 607 257.3074 Carlos Fernandez-Aller February 5, 2018 3,628 260.2898 Elizabeth M. Hammack February 5, 2018 1,888 259.0000 Jorg H. Kukies February 5, 2018 4,545 256.6083 Todd W. Leland February 5, 2018 484 255.1973 David B. Ludwig February 5, 2018 150 257.6500 John G. Madsen February 5, 2018 2,171 262.3759 John A. Mahoney February 5, 2018 2,000 258.4631 Scott M. Rofey February 5, 2018 293 254.7800 John R. Sawtell February 5, 2018 1,200 254.9992 Yoshihiko Yano February 5, 2018 1,248 257.5100 Deborah R. Beckmann February 6, 2018 430 250.0000

-30-

Price Per Share Covered Person Trade Date Number of Shares (in $) -------------- ----------------- ---------------- --------------- Joshua Glassman February 6, 2018 223 257.3735 David B. Ludwig February 6, 2018 100 258.3500 David B. Philip February 6, 2018 5,015 253.0331 Scott M. Rofey February 6, 2018 290 257.4972 Andrew E. Wolff February 6, 2018 4,000 252.6714 Andrew E. Wolff February 6, 2018 3,000 258.0000 Charles F. Adams February 7, 2018 674 260.3601 R. Martin Chavez February 7, 2018 1,540 258.9851 R. Martin Chavez February 7, 2018 10,289 268.7188 Thomas C. Morrow February 7, 2018 3,900 256.1178 Jyothsna Natauri February 7, 2018 1,270 260.0000 James H. Reynolds February 7, 2018 1,277 255.9000 Paul M. Russo February 7, 2018 1,000 259.2880 Harit Talwar February 7, 2018 678 260.0000 Joseph K. Todd February 7, 2018 481 260.1366 Canute H. Dalmasse February 8, 2018 1,439 257.2971 John A. Mahoney February 8, 2018 2,000 256.8651 Christopher W. Taendler February 8, 2018 635 255.9413 Laurence Stein February 9, 2018 1,687 249.1345 Thomas G. Connolly February 12, 2018 6,935 253.4857 Jeffrey M. Gido February 12, 2018 36 249.9400 Andrew M. Gordon* February 12, 2018 2,000 255.5556 Macario Prieto February 12, 2018 1,819 255.0000 Scott M. Rofey February 12, 2018 296 250.1714 Christopher W. Taendler February 12, 2018 635 254.0000 Deborah R. Beckmann February 13, 2018 430 255.4109 Scott M. Rofey February 13, 2018 292 255.5137 Klaus B. Toft February 13, 2018 295 252.0100 Charles F. Adams February 14, 2018 1,348 260.0000 Lisa Opoku February 14, 2018 1,265 258.5792 Michael J. Daum February 14, 2018 500 262.0000 Joshua Glassman February 14, 2018 224 261.0579 Andrew M. Gordon* February 14, 2018 2,000 260.0000 Peter Hermann February 14, 2018 2,812 260.0000 Andrew J. Kaiser February 14, 2018 3,700 262.3500 Brian T. Levine February 14, 2018 1,389 262.2655 David B. Ludwig February 14, 2018 150 262.1500 David B. Ludwig February 14, 2018 200 262.5000 Sumit Rajpal February 14, 2018 5,015 262.1120 Scott M. Rofey February 14, 2018 288 259.7343 Jason M. Savarese February 14, 2018 734 261.8732 Michael H. Siegel February 14, 2018 1,419 261.5000 Michael H. Siegel February 14, 2018 1,419 262.1539 Nishi Grose February 14, 2018 1,398 262.0766

-31-

Price Per Share Covered Person Trade Date Number of Shares (in $) -------------- ----------------- ---------------- --------------- Nishi Grose February 14, 2018 602 262.2288 Laurence Stein February 14, 2018 1,600 261.9819 Thomas Tormey February 14, 2018 1,500 262.0726 Robin A. Vince February 14, 2018 2,000 258.7500 Adam J. Zotkow February 14, 2018 585 258.2576 Adam J. Zotkow February 14, 2018 200 260.6450 Massimiliano Ciardi February 15, 2018 100 266.2100 Michael J. Daum February 15, 2018 500 266.3940 Iain N. Drayton February 15, 2018 531 265.7600 David A. Fox February 15, 2018 248 267.6081 Gabriel Elliot Gelman February 15, 2018 1,000 267.0000 Andrew M. Gordon* February 15, 2018 3,000 265.7600 William L. Jacob III February 15, 2018 5,015 265.7600 Maxim B. Klimov February 15, 2018 412 264.7335 David B. Philip February 15, 2018 5,015 265.7729 Lawrence J. Restieri, Jr. February 15, 2018 1,289 265.7600 Scott M. Rofey February 15, 2018 283 264.0441 Thomas Tormey February 15, 2018 1,500 267.2393 Robin A. Vince February 15, 2018 1,987 266.5000 Andrew E. Wolff February 15, 2018 412 266.6031 Adam J. Zotkow February 15, 2018 185 266.5400

* This transaction was conducted through an estate planning entity or private charitable foundation and relates to Other Shares. 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 $) -------------- ---------------- ---------------- --------------- Andrea Vella.................... February 6, 2018 50,000 250.0000 Avinash Mehrotra................ February 8, 2018 300 250.0000 Vijay M. Karnani................ February 9, 2018 2,000 240.0000 Vijay M. Karnani................ February 9, 2018 2,000 247.0000

-32- The following cashless exercises of stock options were effected by the following Covered Persons, with the indicated number of underlying shares withheld by the Company to satisfy the exercise price and, in certain cases, applicable taxes, and the indicated number of underlying shares sold through Fidelity Brokerage Services LLC for cash on the New York Stock Exchange:

Number Strike Number Number of Price of Shares Sales Price of Shares Covered Person Date of Exercise Options (in $) Withheld (in $) Sold -------------- ----------------- ------- ------ --------- ----------- --------- Marshall Smith January 22, 2018 2,000 78.78 1,161 261.0100 839 W. Thomas York, Jr. January 22, 2018 3,000 78.78 1,731 260.6400 1,269 Patrick M. Street January 23, 2018 10,116 78.78 6,386 258.9650 3,730 Isabelle Ealet January 25, 2018 10,000 78.78 6,268 266.3800 3,732 Isabelle Ealet January 25, 2018 5,000 78.78 3,131 267.5790 1,869 Isabelle Ealet January 25, 2018 5,000 78.78 3,131 267.6400 1,869 Isabelle Ealet January 25, 2018 5,000 78.78 3,127 269.0100 1,873 Isabelle Ealet January 25, 2018 5,000 78.78 3,125 269.5000 1,875 W. Thomas York, Jr. January 25, 2018 3,000 78.78 2,007 269.8700 993 Wassim G. Younan January 25, 2018 20,000 78.78 5,840 269.8350 14,160 Isabelle Ealet January 26, 2018 5,000 78.78 3,130 267.9900 1,870 Isabelle Ealet January 26, 2018 5,000 78.78 3,128 268.5500 1,872 David M. Solomon January 29, 2018 64,000 78.78 42,748 271.5300 21,252 W. Thomas York, Jr. January 29, 2018 3,000 78.78 2,004 271.5900 996 Isabelle Ealet January 30, 2018 5,000 78.78 3,120 271.2900 1,880 Wassim G. Younan January 30, 2018 10,000 78.78 2,918 270.0000 7,082 Isabelle Ealet January 31, 2018 5,000 78.78 3,126 269.0300 1,874 Isabelle Ealet January 31, 2018 5,000 78.78 3,124 270.0000 1,876 Isabelle Ealet February 1, 2018 16 78.78 10 270.2000 6 Isabelle Ealet February 1, 2018 4,984 78.78 3,113 270.3400 1,871 Isabelle Ealet February 1, 2018 5,000 78.78 3,122 270.5300 1,878 Isabelle Ealet February 1, 2018 5,000 78.78 3,121 271.0200 1,879 Wassim G. Younan February 1, 2018 10,000 78.78 2,917 270.1049 7,083 Wolfgang Fink February 7, 2018 11,386 78.78 7,207 261.6700 4,179 Julian Salisbury February 14, 2018 4,812 78.78 2,999 261.9000 1,813

-33- ANNEX D ITEM 6. DESCRIPTION OF POSITIONS IN DERIVATIVE INSTRUMENTS OF COVERED PERSONS. The following Covered Persons have written or purchased American-style standardized call options or put options on Voting Shares. The following sets forth the terms of options that were in place on February 15, 2018: Strike Instrument and Number of Price Covered Person Position Shares (in $) Maturity Date -------------- -------------- --------- ------ -------------- Vivek Bohra Call Written 1,000 300 April 20, 2018 Steven M. Bunson Call Written 600 270 April 20, 2018 Steven M. Bunson Call Written 600 270 July 20, 2018 Gabriel Elliot Gelman Call Written 1,000 265 July 20, 2018 Hidehiro Imatsu Call Written 3,000 280 April 20, 2018 Gwen R. Libstag Call Written* 5,300 270 April 20, 2018 Julian Salisbury Call Written 10,000 270 March 16, 2018 Michael H. Siegel Call Written 1,400 255 April 20, 2018 Alejandro Vollbrechthausen Call Written* 10,000 260 April 20, 2018 * This transaction was conducted through an estate planning entity or private charitable foundation and relates to Other Shares. -34- 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: March 5, 2018 By: /s/ Benjamin J. Rader ----------------------------- Name: Benjamin J. Rader Title: Attorney-in-Fact -35- 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 F to Amendment No. 91 to the Initial Schedule 13D, filed February 9, 2016 (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 15, 2015 (incorporated by reference to Exhibit 10.6 to GS Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (File No. 001-14965)).