-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LUJhI9SnAuNN0dQZ545nU+gYbiThv3CiE67LNeqI8JFco4Fqh52YY3im9k3WLMvt 7vBdeRr7xuap1nGAguBQcQ== 0000950123-06-000449.txt : 20060118 0000950123-06-000449.hdr.sgml : 20060118 20060118163920 ACCESSION NUMBER: 0000950123-06-000449 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060118 DATE AS OF CHANGE: 20060118 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: 1126 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56295 FILM NUMBER: 06535937 BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 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: 1126 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D/A 1 y16640sc13dza.txt AMENDMENT NO. 62 TO SCHEDULE 13D SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 File No. 005-56295 -------------------- SCHEDULE 13D/A (Rule 13d-101) Amendment No. 62 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) The Goldman Sachs Group, Inc. -------------------- (Name of Issuer) Common Stock, par value $.01 per share -------------------- (Title of Class of Securities) 38141G 10 4 -------------------- (CUSIP Number) Kenneth L. Josselyn Beverly L. O'Toole The Goldman Sachs Group, Inc. 85 Broad Street New York, New York 10004 Telephone: (212) 902-1000 -------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) January 9, 2006 -------------------- (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. - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER: 0 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 8. SHARED VOTING POWER (See Item 6) (Applies to each person listed on Appendix A.) 31,722,047 Voting Shares(2) held by Covered Persons 9,245 Shared Ownership Shares held by Covered Persons(3) 21,987,446 Sixty Day Shares held by Covered Persons(4) 2,565,985 Other Shares held by Covered Persons(5) - -------------------------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER (See Item 6) As to Voting Shares, less than 1% As to Shared Ownership Shares, Sixty Day Shares and Other Shares, 0 - -------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER (See Item 6): As to Voting Shares, 0 As to Shared Ownership Shares, less than 0.01% As to Sixty Day Shares and Other Shares, less than 1%. - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 56,284,723 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.30% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: IN as to Covered Persons; CO as to Reporting Entities(1) that are corporations; OO as to Reporting Entities that are trusts - -------------------------------------------------------------------------------- - ---------- (1) For a definition of this term, please see Item 2. (2) For a definition of this term, please see Item 6. (3) "Shared Ownership Shares" are shares of Common Stock (other than Other Shares, as defined below) of which a Covered Person shares beneficial ownership with someone other than the Covered Person's spouse. Each Covered Person disclaims beneficial ownership of Shared Ownership Shares beneficially owned by each other Covered Person. (4) "Sixty Day Shares" are shares of Common Stock deemed to be beneficially owned under Rule 13d-3(d)(1) because a Covered Person has the right to acquire beneficial ownership within 60 days of the date hereof. See Annex D for a description of these shares. Upon acquisition by the Covered Person, these shares will become Voting Shares. Each Covered Person disclaims beneficial ownership of Sixty Day Shares beneficially owned by each other Covered Person. (5) "Other Shares" include: (i) 576,723 shares of Common Stock held by 37 private charitable foundations established by 31 Covered Persons; (ii) 1,988,971 shares of Common Stock held by certain family members of Covered Persons and by certain estate planning entities established by Covered Persons; and (iii) 291 shares of Common Stock held by the trust underlying The Goldman Sachs Employees' Profit Sharing Retirement Income 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-
ITEM 1 ITEM 6 CITIZENSHIP NAMES OF REPORTING PERSONS (UNITED STATES - -------------------------- UNLESS OTHERWISE INDICATED) -------------------- Peter C. Aberg Raanan A. Agus Syed H. Ahmad Pakistan Yusuf A. Aliredha Bahrain Philippe J. Altuzarra France John A. Ashdown UK Akio Asuke Japan Neil Z. Auerbach Armen A. Avanessians Dean C. Backer Steven M. Barry Christopher M. Barter Stacy Bash-Polley Jonathan A. Beinner Driss Ben-Brahim Morocco Milton R. Berlinski The Netherlands Frances R. Bermanzohn Paul D. Bernard Stuart N. Bernstein Lloyd C. Blankfein Dorothee Blessing Germany Charles W.A. Bott UK Craig W. Broderick Richard J. Bronks UK Richard M. Campbell-Breeden UK Gerald J. Cardinale Mark M. Carhart Anthony H. Carpet Michael J. Carr Chris Casciato Amy L. Chasen Andrew A. Chisholm Canada Robert J. Christie Jane P. Chwick Kent A. Clark Canada Abby Joseph Cohen Alan M. Cohen Gary D. Cohn Christopher A. Cole Laura C. Conigliaro Thomas G. Connolly Ireland/USA Frank T. Connor Linnea K. Conrad Karen R. Cook UK Edith W. Cooper Thomas W. Cornacchia Henry Cornell E. Gerald Corrigan Claudio Costamagna Italy Frank L. Coulson, Jr. Randolph L. Cowen Brahm S. Cramer Canada Neil D. Crowder Matthew H. Cyzer UK Michael D. Daffey Australia John S. Daly Ireland Stephen D. Daniel Canada Diego De Giorgi Italy Michael G. De Lathauwer Belgium Francois-Xavier de Mallmann France/Switzerland Daniel L. Dees Mark Dehnert Paul C. Deighton UK James Del Favero Australia Juan A. Del Rivero Spain Martin R. Devenish UK Salvatore Di Stasi Italy Armando A. Diaz Alexander C. Dibelius Germany Simon P. Dingemans UK Joseph P. DiSabato Suzanne O. Donohoe Mario Draghi Italy Jay S. Dweck Michael L. Dweck Gordon E. Dyal Isabelle Ealet France Kenneth M. Eberts III Paul S. Efron Edward K. Eisler Austria Kathleen G. Elsesser Michael P. Esposito J. Michael Evans Canada Fenglei Fang China Elizabeth C. Fascitelli Steven M. Feldman Stephen C. Fitzgerald Australia Pierre-Henri Flamand France Edward C. Forst Christopher G. French UK Richard A. Friedman Robert K. Frumkes Enrico S. Gaglioti James R. Garvey Ireland Peter C. Gerhard Robert R. Gheewalla
-3-
ITEM 1 ITEM 6 CITIZENSHIP NAMES OF REPORTING PERSONS (UNITED STATES - -------------------------- UNLESS OTHERWISE INDICATED) -------------------- Gary T. Giglio H. John Gilbertson, Jr. Justin G. Gmelich Richard J. Gnodde Ireland/ South Africa Jeffrey B. Goldenberg James S. Golob Gregg A. Gonsalves Andrew M. Gordon William M. Grathwohl Stefan Green Australia David J. Greenwald Douglas C. Grip Peter Gross Vishal Gupta India Celeste A. Guth Jana Hale Doty Rumiko Hasegawa Japan A. John Hass Keith L. Hayes UK David B. Heller Robert D. Henderson Bruce A. Heyman Stephen P. Hickey Melina E. Higgins Kenneth W. Hitchner Maykin Ho Margaret J. Holen Peter Hollmann Germany Philip Holzer Germany Robert Howard Zu Liu Frederick Hu China Edith A. Hunt Phillip S. Hylander UK Timothy J. Ingrassia Raymond J. Iwanowski William L. Jacob III Adrian M. Jones Ireland Robert C. Jones Scott B. Kapnick Toshinobu Kasai Japan James C. Katzman Richard L. Kauffman Carsten Kengeter Germany Kevin W. Kennedy Thomas J. Kenny Robert C. King, Jr. Timothy M. Kingston Shigeki Kiritani Japan Remy Klammers France Peter S. Kraus Joseph A. LaNasa III Eric S. Lane Anthony D. Lauto John J. Lauto George C. Lee Gregg R. Lemkau Hughes B. Lepic France Johan Leven Sweden Jack Levy Matthew G. L'Heureux Gwen R. Libstag Mitchell J. Lieberman Ryan D. Limaye Josephine Linden UK Anthony W. Ling UK Robert Litterman Victor M. Lopez-Balboa Antigone Loudiadis UK Peter B. MacDonald UK Mark G. Machin UK John A. Mahoney Charles G. R. Manby UK Robert J. Markwick UK Alison J. Mass John J. Masterson David J. Mastrocola Kathy M. Matsui George N. Mattson Jason E. Maynard Theresa E. McCabe Ian R. McCormick UK Mark E. McGoldrick Stephen J. McGuinness John W. McMahon Audrey A. McNiff Robert A. McTamaney Sanjeev K. Mehra India Michael R. Miele Therese L. Miller Masanori Mochida Japan Philip J. Moffitt Australia Thomas K. Montag William C. Montgomery Wayne L. Moore J. Ronald Morgan III Simon P. Morris UK Jeffrey M. Moslow
-4-
ITEM 1 ITEM 6 CITIZENSHIP NAMES OF REPORTING PERSONS (UNITED STATES - -------------------------- UNLESS OTHERWISE INDICATED) -------------------- Sharmin Mossavar-Rahmani UK Donald R. Mullen Marc O. Nachmann Germany Jeffrey P. Nedelman Duncan L. Niederauer Suzanne M. Nora Johnson Anthony J. Noto L. Peter O'Hagan Canada Terence J. O'Neill UK Timothy J. O'Neill Richard T. Ong Malaysia Taneki Ono Japan Nigel M. O'Sullivan UK Fumiko Ozawa Japan Robert J. Pace Gregory K. Palm James R. Paradise UK Geoffrey M. Parker Sanjay H. Patel India Henry M. Paulson, Jr. Arthur J. Peponis David B. Philip Stephen R. Pierce Andrea Ponti Italy/USA Ellen R. Porges Richard H. Powers Kevin A. Quinn Jean Raby Canada John J. Rafter Ireland Charlotte P. Ransom UK Joseph Ravitch Jeffrey A. Resnick William M. Roberts John F. W. Rogers Eileen P. Rominger Ralph F. Rosenberg Ivan Ross Stuart M. Rothenberg Paul M. Russo Richard M. Ruzika David C. Ryan Michael D. Ryan Katsunori Sago Japan Pablo J. Salame Ecuador J. Michael Sanders Muneer A. Satter Marcus Schenck Germany Gary B. Schermerhorn Stephen M. Scherr Howard B. Schiller Jeffrey W. Schroeder Eric S. Schwartz Harvey M. Schwartz Steven M. Scopellite Karen D. Seitz Lisa M. Shalett Richard S. Sharp UK David G. Shell Richard G. Sherlund Michael S. Sherwood UK Ravi M. Singh Ravi Sinha India/USA Edward M. Siskind Jeffrey S. Sloan Sarah E. Smith UK Jonathan S. Sobel David M. Solomon Daniel L. Sparks Marc A. Spilker Esta E. Stecher Steven H. Strongin Hsueh J. Sung Taiwan Gene T. Sykes Shahriar Tadjbakhsh Greg W. Tebbe Roland W. Tegeder Germany David H. Tenney Mark R. Tercek Massimo Tononi Italy Mark J. Tracey UK Stephen S. Trevor Byron D. Trott Michael A. Troy Donald J. Truesdale Irene Y. Tse Hong Kong Eiji Ueda Japan Kaysie P. Uniacke Ashok Varadhan Corrado P. Varoli Canada John J. Vaske David A. Viniar David H. Voon John E. Waldron George H. Walker IV David M. Weil Theodor Weimer Germany John S. Weinberg Gregg S. Weinstein
-5-
ITEM 1 ITEM 6 CITIZENSHIP NAMES OF REPORTING PERSONS (UNITED STATES - -------------------------- UNLESS OTHERWISE INDICATED) -------------------- George W. Wellde, Jr. Lance N. West Matthew Westerman UK William Wicker Elisha Wiesel C. Howard Wietschner Susan A. Willetts Todd A. Williams John S. Willian Kendrick R. Wilson III Jon Winkelried Tracy R. Wolstencroft Jon A. Woodruff W. Thomas York, Jr. Wassim G. Younan Lebanon Paul M. Young William J. Young Paolo Zannoni Italy Yoel Zaoui France Kevin Zhang China
-6- REPORTING ENTITIES
ITEM 1 TYPE OF ENTITY ITEM 6 NAME OF ESTABLISHING NAME OF ENTITY PLACE OF ORGANIZATION COVERED PERSON - -------------------------------- -------------- --------------------- ---------------------------- Anahue Limited Corporation Jersey Andrew A. Chisholm Bott 2004 Settlement Trust UK Charles W.A. Bott Campbell-Breeden 2004 Settlement Trust UK Richard M. Campbell-Breeden Deighton 2004 Settlement Trust UK Paul C. Deighton Devenish 2004 Settlement Trust UK Martin R. Devenish Dingemans 2004 Settlement Trust UK Simon P. Dingemans Drayton 2004 Settlement Trust UK Karen R. Cook French 2004 Settlement Trust UK Christopher G. French HJS2 Limited Corporation Cayman Islands Hsueh J. Sung Ling 2004 Settlement Trust UK Anthony W. Ling Manby 2004 Settlement Trust UK Charles G.R. Manby Markwick 2004 Settlement Trust UK Robert J. Markwick O'Neill 2004 Trust Trust UK Terence J. O'Neill Ransom 2004 Settlement Trust UK Charlotte P. Ransom RJG Holding Company Corporation Cayman Islands Richard J. Gnodde Robinelli Limited Corporation Jersey Claudio Costamagna Sharp 2004 Settlement Trust UK Richard S. Sharp Sherwood 2004 Settlement Trust UK Michael S. Sherwood Tracey 2004 Settlement Trust UK Mark J. Tracey Westerman 2004 Settlement Trust UK Matthew Westerman Zurrah Limited Corporation Jersey Yoel Zaoui
-7- This Amendment No. 62 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. 62 is being filed primarily because the number of shares of Common Stock (as defined in Item 1 below) beneficially owned by Covered Persons (as defined in Item 2 below) has decreased by an amount in excess of one percent of the total number of shares of Common Stock outstanding. ITEM 1. SECURITY AND ISSUER This Schedule relates to the Common Stock, par value $.01 per share (the "Common Stock"), of The Goldman Sachs Group, Inc. ("GS Inc."), a Delaware corporation. The address of the principal executive offices of GS Inc. is 85 Broad Street, New York, New York 10004. 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 a Shareholders' Agreement, dated as of May 7, 1999 and amended and restated as of June 22, 2004 (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 Participating Managing Director (as defined in Item 6 below) employed by GS Inc. or one of its affiliates. GS Inc. is a global investment banking and securities firm. The business address of each Covered Person for purposes of this Schedule is 85 Broad Street, New York, New York 10004. Each entity listed on Appendix A under "Reporting Entities" (each a "Reporting Entity") is a trust or corporation created by or for a Covered Person for estate planning purposes. Each Reporting Entity is controlled by a Covered Person. The name, citizenship, business address and present principal occupation or employment of each of the directors and executive officers of each Reporting Entity that is a corporation (other than the Covered Person that established the Reporting Entity) are set forth in Annex A hereto. The business address of each Reporting Entity for purposes of this Schedule is: (i) in the case of entities organized in Jersey or under the laws of the United Kingdom, 26 New Street, St. Helier, Jersey, JE2 3RA; and (ii) in the case of entities organized in the Cayman Islands, P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. (d), (e) Except as described in Annex A or Annex B, during the last five years no Covered Person and, to the best knowledge of the Covered Persons, no executive officer or director of a Reporting Entity, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding or a judicial or administrative body of competent jurisdiction resulting in such Covered Person or executive officer or director being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Covered Persons have acquired and will acquire shares of Common Stock in the following manners: (i) the former profit participating limited partners active in the business of The Goldman Sachs Group, L.P. ("Group L.P.") (the "IPO PMDs") acquired certain shares of Common Stock in exchange for their interests in Group L.P. and certain of its affiliates and investee corporations; (ii) the former owners (the "Hull Covered Persons") of Hull and Associates, L.L.C. ("Hull") and the former members (the "SLK Covered Persons" and, together with the Hull Covered Persons, the "Acquisition Covered Persons") of SLK LLC acquired certain shares of Common Stock in exchange for their interests in Hull or SLK LLC, as applicable; and (iii) certain Covered Persons have acquired and will acquire beneficial ownership of certain shares of Common Stock in connection with GS Inc.'s initial public offering and/or pursuant to GS Inc.'s employee compensation, benefit or similar plans. The Reporting Entities have acquired and may in the future acquire beneficial ownership of shares of Common Stock as contributions or gifts made by Covered Persons. -8- 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 the combination of GS Inc. with SLK LLC, as applicable, and through certain employee compensation, benefit or similar plans of GS Inc. The Reporting Entities acquired shares of Common Stock as contributions or gifts made by Covered Persons. Covered Persons may from time to time acquire shares of Common Stock for investment purposes. Except as described herein and in Annex C and except for the acquisition by Covered Persons or their Reporting Entities of Common Stock pursuant to employee compensation, benefit or similar plans of GS Inc. in the future or as described above, none of the Covered Persons has any plans or proposals which relate to or would result in the acquisition of additional Common Stock by them or their Reporting Entities or any of the other events described in Item 4(a) through 4(j). Each Covered Person is expected to evaluate on an ongoing basis GS Inc.'s financial condition and prospects and his or her interests in and with respect to GS Inc. Accordingly, each Covered Person may change his or her plans and intentions at any time and from time to time. In particular, each Covered Person or Reporting Entity may at any time and from time to time acquire or dispose of shares of Common Stock. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Rows (11) and (13) of the cover page to this Schedule and Appendix A are hereby incorporated by reference. Each Covered Person hereby disclaims beneficial ownership of any shares of Common Stock held by any other Covered Person. Except as described in Annex D, none of the shares of Common Stock reported in rows (11) and (13) of the cover page to this Schedule and Appendix A are shares as to which there is a right to acquire exercisable within 60 days. (b) Rows (7) through (10) of the cover page to this Schedule set forth for each Covered Person and Reporting Entity: the percentage range of Voting Shares, Shared Ownership Shares, Sixty Day Shares and Other Shares (each as defined on the cover page hereof) as to which there is sole power to vote or direct the vote or to dispose or direct the disposition or shared power to vote or direct the vote or to dispose or direct the disposition. The power to vote Voting Shares by Covered Persons is shared with each other Covered Person, as described below in response to Item 6. Each Covered Person hereby disclaims beneficial ownership of any shares of Common Stock held by any other Covered Person. (c) Except as described in Annex E or previously reported on Schedule 13D, no Covered Person or Reporting Entity has effected any transactions in Common Stock in the past 60 days. (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. The Shareholders' Agreement was amended and restated effective as of the close of business on June 22, 2004. References to the "board of directors" are to the board of directors of The Goldman Sachs Group, Inc. -9- 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 (the "Participating Managing Directors"). The "Voting Shares" include all of the shares of Common Stock of which a Covered Person is the sole beneficial owner (excluding shares of Common Stock held by the trust underlying The Goldman Sachs Employees' Profit Sharing Retirement Income Plan) and the shares of Common Stock held by the trust underlying a Goldman Sachs Compensation Plan (as defined in the Shareholders' Agreement) and allocated to a Covered Person. The interest of a spouse or domestic partner in a joint account, an economic interest of GS Inc. as pledgee, and the interest of certain persons in the Reporting Entities 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) (the "General Transfer Restrictions"). In addition, certain senior officers designated by the Shareholders' Committee have each agreed to retain sole beneficial ownership of a number of shares of Common Stock at least equal to 75% of such Covered Person's Covered Shares (the "Special Transfer Restrictions" and, together with the General Transfer Restrictions, the "Transfer Restrictions"). The same shares may be used to satisfy both the Special Transfer Restrictions and the General Transfer Restrictions. The Transfer Restrictions applicable to a Covered Person terminate upon the death of the Covered Person. Any shares beneficially owned by a Covered Person through a Reporting Entity may be 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, becomes vested in an award under The Goldman Sachs Defined Contribution Plan with respect to fiscal 1999 or 2000, 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, Defined Contribution Plan awards 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. WAIVERS The Shareholders' Committee, described below under "Information Regarding the Shareholders' Committee," has the power to waive the Transfer Restrictions 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; transfer Common Stock held in employee benefit plans; and transfer Common Stock in particular situations (such as transfers to family members, partnerships or trusts), but not generally. 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. -10- VOTING Prior to any vote of the shareholders of GS Inc., the Shareholders' Agreement requires a separate, preliminary vote of all Voting Shares on each matter upon which a vote of the shareholders is proposed to be taken (the "Preliminary Vote"). Each Voting Share will be voted in accordance with the majority of the votes cast by the Voting Shares in the Preliminary Vote. In elections of directors, each Voting Share will be voted in favor of the election of those persons, equal in number to the number of such positions to be filled, receiving the highest numbers of votes cast by the Voting Shares in the Preliminary Vote. OTHER RESTRICTIONS The Shareholders' Agreement also prohibits Covered Persons from engaging in certain activities relating to any securities of GS Inc. with any person who is not a Covered Person or a director, officer or employee of GS Inc. ("Restricted Persons"). Among other things, a Covered Person may not: participate in a proxy solicitation to or with a Restricted Person; deposit any shares of Common Stock in a voting trust or subject any shares of Common Stock to any voting agreement or arrangement that includes any Restricted Person; form, join or in any way participate in a "group" with any Restricted Person; or together with any Restricted Person, propose certain transactions with GS Inc. or seek the removal of any directors of GS Inc. or any change in the composition of the board of directors. TERM, AMENDMENT AND CONTINUATION The Shareholders' Agreement is to continue in effect until the earlier of January 1, 2050 and the time it is terminated by the vote of 66 2/3% of the outstanding Covered Shares. The Shareholders' Agreement may generally be amended at any time by a majority of the outstanding Covered Shares. Unless otherwise terminated, in the event of any transaction in which a third party succeeds to the business of GS Inc. and in which Covered Persons hold securities of the third party, the Shareholders' Agreement will remain in full force and effect as to the securities of the third party, and the third party shall succeed to the rights and obligations of GS Inc. under the Shareholders' Agreement. INFORMATION REGARDING THE SHAREHOLDERS' COMMITTEE The Shareholders' Committee constituted pursuant to the Shareholders' Agreement (the "Shareholders' Committee") shall at any time consist of each of those individuals who are both Covered Persons and members of the board of directors and who agree to serve as members of the Shareholders' Committee. If there are less than three individuals who are both Covered Persons and members of the board of directors and who agree to serve as members of the Shareholders' Committee, the Shareholders' Committee shall consist of each such individual plus such additional individuals who are Covered Persons and who are selected pursuant to procedures established by the Shareholders' Committee as shall assure a Shareholders' Committee of not less than three members who are Covered Persons. Currently, Henry M. Paulson, Jr., Suzanne M. Nora Johnson and Lloyd C. Blankfein are the members of the Shareholders' Committee. EMPLOYEE BENEFIT PLAN TRANSFER RESTRICTIONS Shares of Common Stock delivered to Covered Persons pursuant to certain GS Inc. employee compensation plans and arrangements are subject to restrictions on transfer. These restrictions lapse at various times depending on the terms of the grant or award. PLEDGE AGREEMENTS Certain Covered Persons have pledged in the aggregate 1,419,847 shares of Common Stock to banks as collateral for loans. A portion of these pledged shares may be sold from time to time with the consent of the third-party lending institution. -11- REGISTRATION RIGHTS INSTRUMENT FOR CHARITABLE DONATIONS In connection with the donations of shares of Common Stock by certain Covered Persons to certain charitable organizations on December 13, 1999, December 22, 2000, December 26, 2001, January 9, 2002, December 23, 2002, January 8, 2003, December 22, 2003 and January 8, 2004, GS Inc. entered into a Registration Rights Instrument and five substantially similar Supplemental Registration Rights Instruments (the "Charitable Supplements"). The following is a description of the Registration Rights Instrument, as supplemented by the Charitable Supplements. The Registration Rights Instrument and the Charitable Supplements 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 Charitable Supplements, GS Inc. has agreed to register the donated shares of Common Stock for resale by charitable foundations and public charities. GS Inc. has agreed in the Registration Rights Instrument and the Charitable Supplements to pay all of the fees and expenses relating to the offering by the charitable organizations, other than any agency fees and commissions or underwriting commissions or discounts or any transfer taxes incurred by the charitable organizations in connection with their resales. GS Inc. also has agreed to indemnify the charitable organizations against certain liabilities, including those arising under the Securities Act. GS Inc. may amend the Registration Rights Instrument and the Charitable Supplements in any manner that it deems appropriate, without the consent of any charitable organization. However, GS Inc. may not make any amendment that would cause the shares of Common Stock to fail to be "qualified appreciated stock" within the meaning of Section 170 of the Internal Revenue Code. In addition, GS Inc. may not make any amendment that would materially and adversely affect the rights of any charitable organization without the consent of a majority of the materially and adversely affected charitable organizations. 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 (the "EMD Supplement"), which supplements the Registration Rights Instrument referred to above. The following is a description of the Registration Rights Instrument, as supplemented by the EMD Supplement. The Registration Rights Instrument and the EMD Supplement are filed as Exhibits to this Schedule, and the following summary of these agreements is qualified in its entirety by reference thereto. Pursuant to the Registration Rights Instrument and the EMD Supplement, GS Inc. has agreed to pay all of the fees and expenses relating to the registered offering of shares of Common Stock held by the Former Employee Managing Directors, other than any agency fees and commissions or underwriting commissions or discounts or any transfer taxes incurred by the Former Employee Managing Directors in connection with the sales. GS Inc. also has agreed to indemnify the Former Employee Managing Directors against certain liabilities, including those arising under the Securities Act. DERIVATIVE INSTRUMENTS Certain Covered Persons have entered into derivative transactions with regard to shares of Common Stock as described in Annex F. -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. Supplemental Registration Rights Instrument, dated as of December 10, 1999 (incorporated by reference to Exhibit H to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)). C. 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)). D. Form of Counterpart to Shareholders' Agreement for non-individual former owners of Hull and Associates, L.L.C. (incorporated by reference to Exhibit K to Amendment No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)). E. Supplemental Registration Rights Instrument, dated as of June 19, 2000 (incorporated by reference to Exhibit R to Amendment No. 5 to the Initial Schedule 13D, filed August 2, 2000 (File No. 005-56295)). F. Power of Attorney (incorporated by reference to Exhibit X to Amendment No. 14 to the Initial Schedule 13D, filed March 29, 2001 (File No. 005-56295)). G. Supplemental Registration Rights Instrument, dated as of December 21, 2000 (incorporated by reference to Exhibit AA to Amendment No. 12 to the Initial Schedule 13D, filed January 23, 2001 (File No. 005-56295)). H. Supplemental Registration Rights Instrument, dated as of December 21, 2001 (incorporated by reference to Exhibit 4.4 to the registration statement on Form S-3 (File No. 333-74006) filed by The Goldman Sachs Group, Inc.). I. Supplemental Registration Rights Instrument, dated as of December 20, 2002 (incorporated by reference to Exhibit 4.4 to the registration statement on Form S-3 (File No. 333-101093) filed by The Goldman Sachs Group, Inc.). J. 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)). K. Supplemental Registration Rights Instrument, dated as of December 19, 2003 (incorporated by reference to Exhibit 4.4 to the registration statement on Form S-3 (File No. 333-110371) filed by The Goldman Sachs Group, Inc.). L. Amended and Restated Shareholders' Agreement, effective as of the close of business on June 22, 2004 (incorporated by reference to Exhibit M to Amendment No. 54 to the Initial Schedule 13D, filed June 22, 2004 (File No. 005-56295)).
-13- ANNEX A INFORMATION REQUIRED AS TO EXECUTIVE OFFICERS AND DIRECTORS OF CORPORATE REPORTING ENTITIES.
NAME CITIZENSHIP BUSINESS ADDRESS PRESENT EMPLOYMENT CONVICTIONS OR BENEFICIAL VIOLATIONS OF OWNERSHIP OF THE FEDERAL OR STATE COMMON STOCK OF THE LAWS WITHIN THE GOLDMAN SACHS LAST FIVE YEARS GROUP, INC. - ---------- ----------- ---------------- ------------------ ---------------- ------------------- Steven M. USA 85 Broad Street Managing Director, None Less than 1% of the Bunson New York, NY The Goldman Sachs outstanding shares 10004 Group, Inc. of Common Stock. Russell E. USA 85 Broad Street Managing Director, None Less than 1% of the Makowsky New York, NY The Goldman Sachs outstanding shares 10004 Group, Inc. of Common Stock. Michael H. UK 26 New Street, Partner, None None Richardson St. Helier, Jersey , Bedell Cristin JE4 3RA Anthony J. UK 26 New Street, Partner, None None Dessain St. Helier, Jersey , Bedell Cristin JE4 3RA
-14- ANNEX B ITEMS 2(D) AND 2(E). INFORMATION REQUIRED AS TO CERTAIN PROCEEDINGS. None. -15- ANNEX C ITEM 4. PLANNED DISPOSITION OF SECURITIES OF THE ISSUER BY COVERED PERSONS OR REPORTING ENTITIES. Pursuant to a sales plan intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, John S. Weinberg, a Covered Person, may sell up to 25,000 additional shares of Common Stock during the period ending January 20, 2006. -16- ANNEX D ITEM 5(A). DESCRIPTION OF SHARES AS TO WHICH THERE IS A RIGHT TO ACQUIRE EXERCISABLE WITHIN 60 DAYS. An aggregate of 21,987,446 shares of Common Stock are deliverable to Covered Persons upon the exercise of stock options, all of which have vested and are exercisable. The share amount given above includes the gross number of shares of Common Stock underlying these options, and is included in the aggregate number of shares beneficially owned by the Covered Persons under Rule 13d-3(d)(1) because the options represent a right to acquire beneficial ownership within 60 days of the date hereof. Upon delivery of the shares upon the exercise of stock options, a net amount of shares will be actually delivered to the Covered Person, with some shares withheld for tax payments, to fund the option strike price or for other reasons. The net shares delivered to the Covered Person will continue to be included in 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. -17- ANNEX E ITEM 5(C). DESCRIPTION OF ALL TRANSACTIONS IN THE COMMON STOCK EFFECTED BY COVERED PERSONS OR REPORTING ENTITIES IN THE PAST 60 DAYS AND NOT PREVIOUSLY REPORTED ON SCHEDULE 13D. On December 13, 2005 and January 2, 2006, an aggregate of 2,210,446 shares of Common Stock were delivered pursuant to the terms of restricted stock units or were granted under certain GS Inc. employee compensation plans or arrangements. Upon delivery, these shares became Voting Shares. The following sales of Voting Shares were made by the following Covered Persons or Reporting Entities through one or more subsidiaries of GS Inc. for cash on the New York Stock Exchange:
COVERED PERSON NUMBER OF SHARES TRADE DATE PRICE PER SHARE (IN $) - -------------- ---------------- ----------------- ---------------------- H. John Gilbertson, Jr. 2,000 December 16, 2005 127.40 Stuart M. Rothenberg 7,700 December 16, 2005 126.84 Mark R. Tercek 8,000 December 16, 2005 127.50 C. Howard Wietschner 200 December 16, 2005 127.45 Alexander C. Dibelius 4,400 December 19, 2005 126.84 Matthew G. L'Heureux 64 December 19, 2005 126.53 Matthew G. L'Heureux 26,900 December 19, 2005 126.50 Matthew G. L'Heureux 800 December 19, 2005 126.51 Christopher A. Cole 5,000 December 20, 2005 125.75 Paul M. Russo 1,500 December 20, 2005 125.83 Kendrick R. Wilson III 20,000 December 20, 2005 125.75 Christopher A. Cole 10,000 December 21, 2005 127.18 H. John Gilbertson, Jr. 8,000 December 21, 2005 127.98 Kevin A. Quinn 2,000 December 21, 2005 128.04 Paul M. Russo 1,500 December 21, 2005 128.10 John S. Weinberg 25,000 December 21, 2005 128.00 Kendrick R. Wilson III 10,000 December 21, 2005 128.19 W .Thomas York Jr. 2,500 December 21, 2005 128.18 Stuart N. Bernstein 500 December 22, 2005 128.00 Christopher A. Cole 10,000 December 22, 2005 128.00 Christopher A. Cole 5,000 December 22, 2005 127.72 John A. Mahoney 5,000 December 22, 2005 127.79 Simon P. Morris 4,800 December 22, 2005 127.00 H. John Gilbertson, Jr. 2,000 December 23, 2005 128.25 David J. Mastrocola 2,500 December 23, 2005 128.00 Simon P. Morris 1,506 December 23, 2005 127.05 Sharmin Mossavar-Rahmani 10,000 December 23, 2005 127.75 Stuart N. Bernstein 500 December 27, 2005 128.52 Christopher A. Cole 10,000 December 27, 2005 128.89 H. John Gilbertson, Jr. 8,000 December 27, 2005 128.95 Gregg A. Gonsalves 100 December 27, 2005 128.88 Gregg A. Gonsalves 1,600 December 27, 2005 128.85 David J. Mastrocola 5,000 December 27, 2005 128.85 Paul M. Russo 1,000 December 27, 2005 129.30 Mark R. Tercek 8,000 December 27, 2005 129.00 W .Thomas York Jr. 2,500 December 27, 2005 129.00 Stuart N. Bernstein 500 December 28, 2005 128.62 Jeffrey M. Moslow 3,000 December 28, 2005 128.36 Michael G. De Lathauwer 1,000 December 29, 2005 127.45
-18-
COVERED PERSON NUMBER OF SHARES TRADE DATE PRICE PER SHARE (IN $) - -------------- ---------------- ----------------- ---------------------- Jeffrey M. Moslow 2,000 December 29, 2005 128.17 Michael G. De Lathauwer 2,000 December 30, 2005 128.00 John A. Mahoney 2,000 December 30, 2005 128.00 Jeffrey M. Moslow 5,000 December 30, 2005 127.56 Jeffrey M. Moslow 5,000 December 30, 2005 127.97 Pablo J. Salame 10,000 December 30, 2005 127.58 Gene T. Sykes 20,000 January 3, 2006 128.60 C. Howard Wietschner 200 January 3, 2006 128.05 E. Gerald Corrigan 15,000 January 4, 2006 128.48 Neil D. Crowder 100 January 4, 2006 128.30 Neil D. Crowder 2,400 January 4, 2006 128.28 Kevin W. Kennedy 25,000 January 4, 2006 127.35 C. Howard Wietschner 150 January 4, 2006 126.85 Neil Z. Auerbach 1,000 January 5, 2006 126.79 Laura C. Conigliaro 3,189 January 5, 2006 126.05 Neil D. Crowder 200 January 5, 2006 126.77 Neil D. Crowder 2,800 January 5, 2006 126.76 Steven M. Feldman 2,188 January 5, 2006 126.31 Robert K. Frunkes 841 January 5, 2006 126.50 Remy Klammers 1,500 January 5, 2006 126.37 Remy Klammers 380 January 5, 2006 126.41 John J. Lauto 359 January 5, 2006 126.87 John W. McMahon 3,718 January 5, 2006 126.50 Michael R. Miele 4,000 January 5, 2006 125.65 Donald R. Mullen 20,306 January 5, 2006 126.58 Kevin A. Quinn 1,000 January 5, 2006 127.00 Joseph Ravitch 932 January 5, 2006 126.65 Stuart M. Rothenberg 8,033 January 5, 2006 126.25 Stuart M. Rothenberg 2,769 January 5, 2006 126.90 Richard M. Ruzika 10,508 January 5, 2006 126.40 Marc A. Spilker 2,639 January 5, 2006 125.65 Marc A. Spilker 910 January 5, 2006 126.68 Byron D. Trott 4,931 January 5, 2006 126.00 Michael A. Troy 2,855 January 5, 2006 126.45 Irene Y. Tse 663 January 5, 2006 126.68 Kaysie P. Uniacke 649 January 5, 2006 126.64 Todd A. Williams 5,160 January 5, 2006 125.82 Kendrick R. Wilson III 1,986 January 5, 2006 126.37 Kendrick R. Wilson III 5,910 January 5, 2006 126.89 Yusuf A. Aliredha 4,052 January 6, 2006 128.50 Neil Z. Auerbach 1,000 January 6, 2006 128.81 Stacy Bash-Polley 4,828 January 6, 2006 128.18 Jonathan A. Beinner 700 January 6, 2006 128.90 Stuart N. Bernstein 500 January 6, 2006 128.42 Stuart N. Bernstein 500 January 6, 2006 128.05 E. Gerald Corrigan 3,251 January 6, 2006 127.71 Frank L. Coulson, Jr 10,000 January 6, 2006 128.62 Randolph L. Cowen 4,240 January 6, 2006 127.29 Neil D. Crowder 2,000 January 6, 2006 128.23 Neil D. Crowder 2,000 January 6, 2006 128.24 John S. Daly 2,184 January 6, 2006 129.10 Edward C. Forst 12,536 January 6, 2006 127.94 Richard A. Friedman 5,278 January 6, 2006 127.79 Peter Gross 1,108 January 6, 2006 128.45
-19-
COVERED PERSON NUMBER OF SHARES TRADE DATE PRICE PER SHARE (IN $) - -------------- ---------------- ----------------- ---------------------- Bruce A. Heyman 1,042 January 6, 2006 127.74 Margaret J. Holen 296 January 6, 2006 128.41 Raymond J. Iwanowski 1,226 January 6, 2006 128.00 Robert C. Jones 5,268 January 6, 2006 128.13 Kevin W. Kennedy 25,000 January 6, 2006 128.84 George C. Lee 9,121 January 6, 2006 127.80 Theresa E. McCabe 10,970 January 6, 2006 128.00 Stephen J. McGuinness 5,204 January 6, 2006 128.34 Terence J. O'Neill 16,917 January 6, 2006 128.17 James R. Paradise 901 January 6, 2006 127.29 David C. Ryan 7,000 January 6, 2006 128.13 Pablo J. Salame 11,921 January 6, 2006 129.00 Eric S. Schwartz 10,802 January 6, 2006 128.32 Harvey M. Schwartz 4,000 January 6, 2006 128.40 Ravi M. Singh 456 January 6, 2006 128.60 Esta E. Stecher 4,930 January 6, 2006 129.00 Mark R. Tercek 3,814 January 6, 2006 128.40 Ashok Varadhan 5,970 January 6, 2006 128.16 Jon Winkelried 10,000 January 6, 2006 128.56 W .Thomas York Jr. 2,500 January 6, 2006 129.10 Stuart N. Bernstein 500 January 9, 2006 129.90 Stuart N. Bernstein 500 January 9, 2006 130.00 Michael J. Carr 4,315 January 9, 2006 130.05 Chris Casciato 7,000 January 9, 2006 130.00 Amy L. Chasen 1,226 January 9, 2006 130.04 Thomas G. Connolly 1,304 January 9, 2006 130.11 Randolph L. Cowen 15,000 January 9, 2006 129.31 Neil D. Crowder 3,000 January 9, 2006 130.00 James Del Favero 490 January 9, 2006 130.00 Jay S. Dweck 2,319 January 9, 2006 130.14 Jeffrey B. Goldenberg 5,000 January 9, 2006 129.90 Gregg A. Gonsalves 6,573 January 9, 2006 129.32 Timothy J. Ingrassia 11,700 January 9, 2006 128.94 William L. Jacob III 1,329 January 9, 2006 128.07 Kevin W. Kennedy 25,000 January 9, 2006 129.27 Thomas J. Kenny 1,000 January 9, 2006 130.33 Timothy M. Kingston 2,874 January 9, 2006 130.00 Joseph A. LaNasa III 1,000 January 9, 2006 130.20 David J. Mastrocola 10,000 January 9, 2006 129.75 George N. Mattson 1,228 January 9, 2006 130.44 Ronert A. McTamaney 3,497 January 9, 2006 129.56 Sharmin Mossavar-Rahmani 20,000 January 9, 2006 130.01 Stephen R. Pierce 11,000 January 9, 2006 130.00 Ivan Ross 671 January 9, 2006 129.92 Pablo J. Salame 7,440 January 9, 2006 129.95 Howard B. Schiller 3,814 January 9, 2006 128.07 Ricahrd G. Sherlund 3,588 January 9, 2006 129.64 Ravi M. Singh 400 January 9, 2006 130.24 Ravi M. Singh 100 January 9, 2006 130.24 Daniel L. Sparks 708 January 9, 2006 130.02 Byron D. Trott 23,180 January 9, 2006 130.00 Kaysie P. Uniacke 536 January 9, 2006 128.07 John J. Vaske 4,000 January 9, 2006 129.35 David A. Viniar 9,914 January 9, 2006 130.12
-20-
COVERED PERSON NUMBER OF SHARES TRADE DATE PRICE PER SHARE (IN $) - -------------- ---------------- --------------- ---------------------- John S. Weinberg 25,000 January 9, 2006 130.00 Jon Winkelried 10,000 January 9, 2006 130.00 W .Thomas York Jr. 2,858 January 9, 2006 130.00
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:
COVERED PERSON NUMBER OF SHARES TRADE DATE PRICE PER SHARE (IN $) - -------------- ---------------- ----------------- ---------------------- L. Peter O'Hagan 813 December 16, 2005 127.22 Ashok Varadhan 2,850 December 19, 2005 126.99 Jonathan S. Sobel 100 December 21, 2005 127.58 Daniel L. Sparks 208 December 21, 2005 127.48 Eiji Ueda 700 December 29, 2005 127.45 John A. Mahoney 106 December 30, 2005 127.30 Armando A. Diaz 420 January 3, 2006 127.95 Celeste A. Guth 118 January 3, 2006 125.29 Stephen S. Trevor 170 January 3, 2006 124.94 Stephen S. Trevor 2 January 6, 2006 128.30 Stacy Bash-Polley 960 January 9, 2006 130.19
The following sales of Other Shares were made by family members of the following Covered Persons or by estate planning entities (which are not Reporting Entities) established by the following Covered Persons through one or more subsidiaries of GS Inc. for cash on the New York Stock Exchange:
COVERED PERSON NUMBER OF SHARES TRADE DATE PRICE PER SHARE (IN $) - -------------- ---------------- --------------- ---------------------- J. Michael Sanders 7,486 January 3, 2006 124.85 Andrew M. Gordon 7,119 January 9, 2006 130.00 Byron D. Trott 15,000 January 9, 2006 130.00
On December 21, 2005, a Covered Person received 375 shares of Common Stock from an individual retirement account. These shares are Shared Ownership Shares. The following purchases of Other Shares were made by family members of the following Covered Persons or by estate planning entities (which are not Reporting Entities) established by the following Covered Persons through one or more subsidiaries of GS Inc. for cash on the New York Stock Exchange:
COVERED PERSON NUMBER OF SHARES TRADE DATE PRICE PER SHARE (IN $) - -------------- ---------------- --------------- ---------------------- Elizabeth C. Fascitelli 13 January 4, 2006 128.62
The following cashless exercises of stock options were effected by the following Covered Persons, with the indicated number of underlying shares sold through an affiliate of Mellon Investor Services LLC for cash on the New York Stock Exchange:
COVERED PERSON DATE OF EXERCISE NUMBER STRIKE SALES PRICE NUMBER NUMBER OF PRICE (IN $) OF SHARES OF SHARES OPTIONS (IN $) SOLD RETAINED - ----------------------- ---------------- ------- ------ ----------- --------- --------- Charles W.A. Bott December 16, 2005 20,000 53.00 127.66 20,000 0 James S. Golob December 16, 2005 10,000 53.00 127.66 10,000 0 James S. Golob December 16, 2005 10,000 53.00 127.19 10,000 0 William M. Grathwohl December 16, 2005 10,000 53.00 127.66 10,000 0 William M. Grathwohl December 16, 2005 10,000 53.00 127.40 10,000 0 William M. Grathwohl December 16, 2005 10,000 53.00 127.66 10,000 0 L. Peter O'Hagan December 16, 2005 4,740 82.88 127.35 4,740 0
-21-
COVERED PERSON DATE OF EXERCISE NUMBER STRIKE SALES PRICE NUMBER NUMBER OF PRICE (IN $) OF SHARES OF SHARES OPTIONS (IN $) SOLD RETAINED - ----------------------- ---------------- ------- ------ ----------- --------- --------- L. Peter O'Hagan December 16, 2005 25,283 91.61 127.37 25,283 0 Jonathan S. Sobel December 16, 2005 48,185 91.61 127.25 48,185 0 Jonathan S. Sobel December 16, 2005 17,500 91.61 127.27 15,032 2,468 Dean C. Backer December 19, 2005 7,000 53.00 126.82 7,000 0 James S. Golob December 19, 2005 5,000 53.00 126.80 5,000 0 Douglas C. Grip December 19, 2005 4,000 53.00 127.10 4,000 0 Greg W. Tebbe December 19, 2005 10,000 91.61 124.74 10,000 0 Ashok Varadhan December 19, 2005 75,009 91.61 126.57 75,009 0 William M. Grathwohl December 20, 2005 10,000 53.00 126.00 10,000 0 Maykin Ho December 20, 2005 16,550 53.00 126.00 16,550 0 Ivan Ross December 20, 2005 1,500 53.00 125.72 1,500 0 Jon A. Woodruff December 20, 2005 3,500 53.00 125.60 3,500 0 H. John Gilbertson, Jr. December 21, 2005 2,000 53.00 127.67 2,000 0 H. John Gilbertson, Jr. December 21, 2005 3,000 53.00 127.76 3,000 0 George N. Mattson December 21, 2005 5,000 53.00 127.73 5,000 0 Kevin A. Quinn December 21, 2005 15,000 53.00 127.16 15,000 0 Daniel L. Sparks December 21, 2005 5,283 91.61 127.44 5,283 0 Jon A. Woodruff December 21, 2005 4,000 53.00 127.35 4,000 0 Pierre-Henri Flamand December 22, 2005 17,724 91.61 127.74 14,777 2,947 Celeste A. Guth December 22, 2005 16,960 53.00 128.07 16,960 0 John A. Mahoney December 22, 2005 67,258 53.00 127.54 67,258 0 John A. Mahoney December 22, 2005 7,347 82.88 127.67 7,347 0 John A. Mahoney December 22, 2005 10,122 91.61 127.58 10,122 0 William M. Grathwohl December 23, 2005 10,000 53.00 127.83 10,000 0 William M. Grathwohl December 23, 2005 10,000 53.00 128.05 10,000 0 Katsunori Sago December 23, 2005 4,000 82.88 128.31 4,000 0 Katsunori Sago December 23, 2005 8,823 91.61 128.39 7,236 1,587 Pablo J. Salame December 23, 2005 9,990 82.88 127.63 9,990 0 George N. Mattson December 27, 2005 3,000 53.00 128.70 3,000 0 Jeffrey A. Resnick December 27, 2005 1,400 91.61 129.40 1,175 225 Katsunori Sago December 27, 2005 8,000 91.61 128.79 8,000 0 Katsunori Sago December 27, 2005 8,000 91.61 129.29 8,000 0 William M. Grathwohl December 28, 2005 20,510 53.00 128.50 20,510 0 William M. Grathwohl December 28, 2005 12,045 82.88 128.39 12,045 0 Paul M. Young December 30, 2005 6,567 82.88 127.15 6,567 0 Paul M. Young December 30, 2005 16,212 91.61 127.15 16,212 0 Steven M. Barry January 3, 2006 1,392 82.88 127.90 1,392 0 Steven M. Barry January 3, 2006 2,946 78.87 127.90 2,946 0 Matthew H. Cyzer January 3, 2006 6,638 78.87 125.68 6,638 0 Armando A. Diaz January 3, 2006 7,869 82.88 125.68 7,869 0 Armando A. Diaz January 3, 2006 10,164 91.61 125.68 10,164 0 Armando A. Diaz January 3, 2006 4,974 78.87 125.68 4,974 0 David J. Greenwald January 3, 2006 5,000 53.00 125.68 5,000 0 Peter Gross January 3, 2006 7,089 82.88 128.72 7,089 0 Celeste A. Guth January 3, 2006 2,223 78.87 126.50 2,223 0 Phillip S. Hylander January 3, 2006 23,456 78.87 125.68 23,456 0 James C. Katzman January 3, 2006 7,089 82.88 125.68 7,089 0 James C. Katzman January 3, 2006 8,148 91.61 125.68 8,148 0 James C. Katzman January 3, 2006 2,946 78.87 126.70 2,946 0 Remy Klammers January 3, 2006 15,100 78.87 124.40 15,100 0 Terence J. O'Neill January 3, 2006 50,751 78.87 125.68 50,751 0 Jeffrey A. Resnick January 3, 2006 3,295 78.87 128.45 3,295 0
-22-
COVERED PERSON DATE OF EXERCISE NUMBER STRIKE SALES PRICE NUMBER NUMBER OF PRICE (IN $) OF SHARES OF SHARES OPTIONS (IN $) SOLD RETAINED - ----------------------- ---------------- ------- ------ ----------- --------- --------- Daniel L. Sparks January 3, 2006 12,938 78.87 126.00 12,938 0 Daniel L. Sparks January 3, 2006 10,000 78.87 128.00 10,000 0 Greg W. Tebbe January 3, 2006 10,000 78.87 124.73 10,000 0 Stephen S. Trevor January 3, 2006 10,479 82.88 124.75 10,479 0 Paul M. Young January 3, 2006 14,295 78.87 125.68 14,295 0 Peter C. Gerhard January 4, 2006 93,382 91.61 127.31 93,382 0 Shigeki Kiritani January 4, 2006 17,916 78.87 127.44 17,916 0 Kevin A. Quinn January 4, 2006 20,000 53.00 127.59 20,000 0 Greg W. Tebbe January 4, 2006 5,000 78.87 127.44 5,000 0 Ashok Varadhan January 4, 2006 74,895 78.87 127.72 74,895 0 Corrado P. Varoli January 4, 2006 12,606 78.87 126.60 12,606 0 Corrado P. Varoli January 4, 2006 20,244 91.61 126.48 17,119 3,125 Remy Klammers January 5, 2006 884 78.87 126.43 884 0 Irene Y. Tse January 5, 2006 7,872 78.87 126.74 7,872 0 Corrado P. Varoli January 5, 2006 11,784 82.88 125.65 11,784 0 Juan A. Del Rivero January 6, 2006 11,588 53.00 127.89 11,588 0 Juan A. Del Rivero January 6, 2006 4,713 53.00 127.91 4,713 0 Juan A. Del Rivero January 6, 2006 5,254 82.88 127.92 5,254 0 Juan A. Del Rivero January 6, 2006 3,075 91.61 128.11 3,075 0 Juan A. Del Rivero January 6, 2006 936 78.87 127.84 936 0 Paul S. Efron January 6, 2006 30,000 91.61 127.29 30,000 0 Paul S. Efron January 6, 2006 19,848 78.87 127.50 19,848 0 Peter Gross January 6, 2006 7,533 78.87 128.43 7,533 0 Bruce A. Heyman January 6, 2006 13,728 53.00 128.11 13,728 0 Raymond J. Iwanowski January 6, 2006 10,000 53.00 128.08 10,000 0 Raymond J. Iwanowski January 6, 2006 10,000 53.00 128.01 10,000 0 Raymond J. Iwanowski January 6, 2006 10,000 53.00 127.93 10,000 0 Raymond J. Iwanowski January 6, 2006 4,726 53.00 127.93 4,726 0 Daniel L. Sparks January 6, 2006 10,000 91.61 128.00 10,000 0 Susan A. Willetts January 6, 2006 27,093 53.00 128.00 27,093 0 Stacy Bash-Polley January 9, 2006 14,000 78.87 129.80 14,000 0 Stacy Bash-Polley January 9, 2006 4,000 78.87 130.04 4,000 0 John S. Daly January 9, 2006 12,951 53.00 130.17 12,951 0 Stephen D. Daniel January 9, 2006 2,301 82.88 130.00 2,301 0 Stephen D. Daniel January 9, 2006 7,140 91.61 130.00 7,140 0 Stephen D. Daniel January 9, 2006 2,146 78.87 130.00 2,146 0 Stephen D. Daniel January 9, 2006 800 78.87 130.00 601 199 Stephen D. Daniel January 9, 2006 2,700 82.88 130.00 2,080 620 Edward K. Eisler January 9, 2006 22,737 82.88 130.25 22,737 0 Stefan Green January 9, 2006 14,515 53.00 130.00 14,515 0 Phillip S. Hylander January 9, 2006 1,402 78.87 128.07 1,402 0 George N. Mattson January 9, 2006 3,000 53.00 129.50 3,000 0 Audrey A. McNiff January 9, 2006 5,000 53.00 130.00 5,000 0 Katsunori Sago January 9, 2006 7,000 78.87 129.79 7,000 0 Katsunori Sago January 9, 2006 7,000 78.87 130.29 7,000 0 Harvey M. Schwartz January 9, 2006 32,500 78.87 130.30 32,500 0 Daniel L. Sparks January 9, 2006 10,000 91.61 130.00 10,000 0 Greg W. Tebbe January 9, 2006 2,500 91.61 129.93 2,500 0 Greg W. Tebbe January 9, 2006 8,712 78.87 129.85 8,712 0 Eiji Ueda January 9, 2006 17,220 91.61 129.65 17,220 0
-23- The following charitable contributions and other transfers of shares in transactions for which no consideration was received were made by the following Covered Persons:
COVERED PERSON TRANSFER DATE NUMBER OF SHARES - ---------------------- ----------------- ---------------- Stuart N. Bernstein December 16, 2005 200 Randolph L. Cowen December 16, 2005 7,800 Scott B. Kapnick December 16, 2005 29,650 Kevin A. Quinn December 16, 2005 140 Byron D. Trott December 16, 2005 2,520 George H. Walker December 16, 2005 689 Edward C. Forst December 19, 2005 2,049 Jeffrey B. Goldenberg December 19, 2005 1,000 Timothy M. Kingston December 19, 2005 2,410 Kendrick R. Wilson III December 19, 2005 7,500 David J. Greenwald December 20, 2005 35 Tomothy J. Ingrassia December 20, 2005 3,928 Arthur J. Peponis December 20, 2005 160 Gene T. Sykes December 21, 2005 10,000 John A. Mahoney December 22, 2005 14,208 Abby Joseph Cohen December 23, 2005 4,000 Robert C. King, Jr. December 23, 2005 470 Robert C. King, Jr. December 27, 2005 390 Edward C. Forst December 29, 2005 195 Peter S. Kraus December 29, 2005 25,480 James C. Katzman December 30, 2005 1,300 Michael R. Miele January 6, 2006 200
-24- ANNEX F ITEM 6. DESCRIPTION OF POSITIONS IN DERIVATIVE INSTRUMENTS OF COVERED PERSONS OR REPORTING ENTITIES. The following Covered Persons or Reporting Entities have written American-style standardized call options or purchased American-Style standardized put options on Voting Shares with the following terms:
COVERED PERSON CALL WRITTEN OR NUMBER OF STRIKE MATURITY DATE TRANSACTION DATE PUT PURCHASED SHARES PRICE (IN $) - ------------------- --------------- --------- ------ ---------------- ----------------- Peter C. Aberg Call Written 9,500 120 January 21, 2006 November 24, 2005 Milton R. Berlinski Call Written 250,000 130 January 21, 2006 November 24, 2005 Christopher A. Cole Call Written 3,500 130 January 21, 2006 November 24, 2005 Christopher A. Cole Call Written 10,000 140 April 22, 2006 November 24, 2005 E. Gerald Corrigan Put Purchased 125,000 90 January 21, 2006 November 24, 2005 John S. Daly Call Written 1,000 125 January 21, 2006 November 24, 2005 Peter C. Gerhard Call Written 50,000 125 January 20, 2007 November 24, 2005 Peter C. Gerhard Call Written 25,000 115 January 21, 2006 November 24, 2005 Peter C. Gerhard Call Written 25,000 125 January 21, 2006 November 24, 2005 Michael D. Ryan Call Written 30,000 115 January 21, 2006 November 24, 2005 Michael D. Ryan Call Written 10,000 120 January 21, 2006 November 24, 2005 Edward M. Siskind Call Written 10,000 115 January 21, 2006 November 24, 2005 Edward M. Siskind Call Written 4,100 115 January 21, 2006 November 24, 2005 Jeffrey S. Sloan Call Written 2,800 135 April 22, 2006 November 24, 2005 Mark R. Tercek Call Written 25,000 125 January 21, 2006 November 24, 2005 Stuart N. Bernstein Call Written 2,000 125 April 22, 2006 January 6, 2006 Stuart N. Bernstein Call Written 2,000 135 April 22, 2006 January 6, 2006 Stuart N. Bernstein Call Written 3,000 130 April 22, 2006 January 6, 2006
-25- SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 18, 2006 By: /s/ Beverly L. O'Toole ------------------------------- Name: Beverly L. O'Toole Title: Attorney-in-Fact -26- EXHIBIT INDEX
Exhibit Description - ---------- ----------------------------------------------------------------------------------------- A. Registration Rights Instrument, dated as of December 10, 1999 (incorporated by reference to Exhibit G to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)). B. Supplemental Registration Rights Instrument, dated as of December 10, 1999 (incorporated by reference to Exhibit H to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)). C. 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)). D. Form of Counterpart to Shareholders' Agreement for non-individual former owners of Hull and Associates, L.L.C. (incorporated by reference to Exhibit K to Amendment No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)). E. Supplemental Registration Rights Instrument, dated as of June 19, 2000 (incorporated by reference to Exhibit R to Amendment No. 5 to the Initial Schedule 13D, filed August 2, 2000 (File No. 005-56295)). F. Power of Attorney (incorporated by reference to Exhibit X to Amendment No. 14 to the Initial Schedule 13D, filed March 29, 2001 (File No. 005-56295)). G. Supplemental Registration Rights Instrument, dated as of December 21, 2000 (incorporated by reference to Exhibit AA to Amendment No. 12 to the Initial Schedule 13D, filed January 23, 2001 (File No. 005-56295)). H. Supplemental Registration Rights Instrument, dated as of December 21, 2001 (incorporated by reference to Exhibit 4.4 to the registration statement on Form S-3 (File No. 333-74006) filed by The Goldman Sachs Group, Inc.). I. Supplemental Registration Rights Instrument, dated as of December 20, 2002 (incorporated by reference to Exhibit 4.4 to the registration statement on Form S-3 (File No. 333-101093) filed by The Goldman Sachs Group, Inc.). J. 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)). K. Supplemental Registration Rights Instrument, dated as of December 19, 2003 (incorporated by reference to Exhibit 4.4 to the registration statement on Form S-3 (File No. 333-110371) filed by The Goldman Sachs Group, Inc.). L. Amended and Restated Shareholders' Agreement, effective as of the close of business on June 22, 2004 (incorporated by reference to Exhibit M to Amendment No. 54 to the Initial Schedule 13D, filed June 22, 2004 (File No. 005-56295)).
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