SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
GOLDMAN SACHS GROUP INC

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2011
3. Issuer Name and Ticker or Trading Symbol
EPOCRATES INC [ EPOC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 3,017,274 I See footnote(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (2) 12/16/2019 Common Stock 15,720(2) $10.17 I See footnote(2)
Stock Option (right to buy) (3) 10/27/2020 Common Stock 15,720(3) $13.36 I See footnote(3)
1. Name and Address of Reporting Person*
GOLDMAN SACHS GROUP INC

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GOLDMAN SACHS & CO

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and together with GS Group, the "Reporting Persons"). Goldman Sachs is a wholly-owned subsidiary of GS Group. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Goldman Sachs beneficially owns directly, and GS Group may be deemed to beneficially own indirectly, 3,017,274 shares of common stock, par value $0.001 per share, of Epocrates, Inc. (the "Company").
2. Goldman Sachs and GS Group may be deemed to beneficially own 15,720 stock options that were granted to Darren W. Cohen, a managing director of Goldman Sachs who at the time of the grant was a director of the Company (the "Former Director"), in 2009 pursuant to the Epocrates, Inc. 2008 Equity Incentive Plan (the "Plan"). The 15,720 shares subject to the stock option are fully vested and exercisable. The Former Director has an understanding with Goldman Sachs pursuant to which such shares are held for the benefit of Goldman Sachs.
3. Goldman Sachs and GS Group may be deemed to beneficially own 15,720 stock options that were granted to the Former Director in 2010 pursuant to the Plan. The 15,720 shares subject to the stock option vest in equal monthly installments over one year from October 1, 2010. The Former Director has an understanding with Goldman Sachs pursuant to which such shares are held for the benefit of Goldman Sachs.
/s/ Yvette Kosic, Attorney-in-fact 02/01/2011
/s/ Yvette Kosic, Attorney-in-fact 02/01/2011
** 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 5 (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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