SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PALM GREGORY K

(Last)

(First)

(Middle)

C/O GOLDMAN, SACHS & CO.

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GOLDMAN SACHS GROUP INC [ GS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP - General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
11/26/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	11/26/2012		M⁽¹⁾		9,191	A	$78.87	902,833	D
Common Stock, par value $0.01 per share	11/26/2012		S		4,520	D	$119.1782⁽²⁾	898,313	D
Common Stock, par value $0.01 per share	11/26/2012		S		3,927	D	$120.3096⁽³⁾	894,386	D
Common Stock, par value $0.01 per share	11/26/2012		S		744	D	$120.6781⁽⁴⁾	893,642	D
Common Stock, par value $0.01 per share	11/27/2012		M⁽¹⁾		9,191	A	$78.87	902,833	D
Common Stock, par value $0.01 per share	11/27/2012		S		1,849	D	$119.0084⁽⁵⁾	900,984	D
Common Stock, par value $0.01 per share	11/27/2012		S		3,127	D	$119.9511⁽⁶⁾	897,857	D
Common Stock, par value $0.01 per share	11/27/2012		S		4,215	D	$120.7728⁽⁷⁾	893,642	D
Common Stock, par value $0.01 per share	11/28/2012		M⁽¹⁾		9,191	A	$78.87	902,833	D
Common Stock, par value $0.01 per share	11/28/2012		S		4,144	D	$117.1231⁽⁸⁾	898,689	D
Common Stock, par value $0.01 per share	11/28/2012		S		3,002	D	$118.1186⁽⁹⁾	895,687	D
Common Stock, par value $0.01 per share	11/28/2012		S		2,045	D	$119.014⁽¹⁰⁾	893,642	D
Common Stock, par value $0.01 per share								81,906	I	See footnote⁽¹¹⁾
Common Stock, par value $0.01 per share								9,514	I	See footnote⁽¹²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Nonqualified Stock Options (right to buy)	$78.87	11/26/2012		M			9,191	01/02/2006	11/30/2012	Common Stock, par value $0.01 per share	9,191	$0	18,382	D
Nonqualified Stock Options (right to buy)	$78.87	11/27/2012		M			9,191	01/02/2006	11/30/2012	Common Stock, par value $0.01 per share	9,191	$0	9,191	D
Nonqualified Stock Options (right to buy)	$78.87	11/28/2012		M			9,191	01/02/2006	11/30/2012	Common Stock, par value $0.01 per share	9,191	$0	0	D

Explanation of Responses:

1. Reflects the exercise by the Reporting Person of Stock Options granted in December 2002 and scheduled to expire in November 2012. This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

2. Reflects a weighted average sale price of $119.1782 per share, at prices ranging from $118.5700 to $119.5400 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

3. Reflects a weighted average sale price of $120.3096 per share, at prices ranging from $119.5700 to $120.5600 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

4. Reflects a weighted average sale price of $120.6781 per share, at prices ranging from $120.5700 to $120.8400 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

5. Reflects a weighted average sale price of $119.0084 per share, at prices ranging from $118.4400 to $119.4300 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

6. Reflects a weighted average sale price of $119.9511 per share, at prices ranging from $119.4400 to $120.4300 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

7. Reflects a weighted average sale price of $120.7728 per share, at prices ranging from $120.4400 to $121.2900 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

8. Reflects a weighted average sale price of $117.1231 per share, at prices ranging from $116.6500 to $117.6400 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

9. Reflects a weighted average sale price of $118.1186 per share, at prices ranging from $117.6500 to $118.6400 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

10. Reflects a weighted average sale price of $119.014 per share, at prices ranging from $118.6500 to $119.2700 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

11. Held through a limited liability company.

12. Held through a trust, the sole trustee of which is the Reporting Person's spouse and the sole beneficiaries of which are immediate family members of the Reporting Person. The Reporting Person disclaims beneficial ownership of these shares.

Remarks:

	/s/ Beverly L. O'Toole, Attorney-in-fact	11/28/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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