-----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, J52kcCGISrBNjK26guZtmRSTklsjoY0aCr3IJ4ahYXJNMV7NDho6lAAXdC2cCy1F yrMLRCTXKhlHxXjOCWjmUw== 0000950123-09-003438.txt : 20090225 0000950123-09-003438.hdr.sgml : 20090225 20090225163710 ACCESSION NUMBER: 0000950123-09-003438 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090225 DATE AS OF CHANGE: 20090225 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: 1225 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56295 FILM NUMBER: 09634292 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 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: 1225 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 FORMER COMPANY: FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/ DATE OF NAME CHANGE: 20010104 SC 13D/A 1 y74831sc13dza.txt AMENDMENT NO. 72 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 File No. 005-56295 ---------- SCHEDULE 13D/A (Rule 13d-101) Amendment No. 72 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) February 13, 2009 (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 --------------------------------------------------------------------------- NUMBER OF 8. SHARED VOTING POWER (See Item 6) (Applies to each person SHARES listed on Appendix A.) BENEFICIALLY 23,129,227 Voting Shares(2) held by Covered Persons OWNED BY 3,660 Shared Ownership Shares held by Covered Persons(3) EACH 10,096,029 Sixty Day Shares held by Covered Persons(4) REPORTING 2,576,105 Other Shares held by Covered Persons (5) PERSON WITH --------------------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER (See Item 6) As to Voting Shares, less than 1% As to Shared Ownership Shares, Sixty Day Shares and Other Shares, 0 - ------------------------------------------------------------------------------------------ 10. SHARED DISPOSITIVE POWER (See Item 6): As to Voting Shares, 0 As to Shared Ownership Shares, less than 0.01% As to Sixty Day Shares and Other Shares, less than 1%. - ------------------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,805,021 - ------------------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.58% - ------------------------------------------------------------------------------------------ 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) 488,433 shares of Common Stock held by 25 private charitable foundations established by 25 Covered Persons; (ii) 1,798,530 shares of Common Stock held by certain family members of Covered Persons and by certain estate planning entities established by Covered Persons; (iii) 287,272 shares of Common Stock held in escrow for the benefit of certain Covered Persons; and (iv) 1,870 shares of Common Stock held by the trust underlying The Goldman Sachs 401(k) Plan. Each Covered Person disclaims beneficial ownership of Other Shares beneficially owned by each other Covered Person, and each Covered Person disclaims beneficial ownership of all shares held by any private charitable foundation or any family member of a Covered Person. -2- Appendix A
ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - ----------------------------- -------------------- Paul R. Aaron Peter C. Aberg Mark E. Agne Gregory A. Agran Raanan A. Agus Sanggyun Ahn Korea Yusuf A. Aliredha Bahrain Philip S. Armstrong UK John A. Ashdown UK Armen A. Avanessians Dean C. Backer Charles Baillie Steven M. Barry Christopher M. Barter Stacy Bash-Polley Jonathan A. Beinner Milton R. Berlinski The Netherlands Philip R. Berlinski Belgium/USA Frances R. Bermanzohn Paul D. Bernard Stuart N. Bernstein Robert A. Berry UK Elizabeth E. Beshel Leslie A. Biddle Lloyd C. Blankfein Dorothee Blessing Germany Oliver R. Bolitho UK Johannes M. Boomars The Netherlands Atanas Bostandjiev UK Patrick T. Boyle UK Stephen Branton-Speak UK Anne F. Brennan Samuel S. Britton Craig W. Broderick Jason M. Brown UK Steven M. Bunson Nicholas F. Burgin Mary D. Byron Jason G. Cahilly Jin Yong Cai China/Hong Kong Richard M. Campbell-Breeden UK Gerald J. Cardinale Mark M. Carhart Valentino D. Carlotti Anthony H. Carpet Michael J. Carr Lik Shuen David Chan Hong Kong R. Martin Chavez Martin Cher Singapore
ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - ----------------------------- -------------------- Andrew A. Chisholm Canada Jane P. Chwick James B. Clark Abby Joseph Cohen Alan M. Cohen Gary D. Cohn Christopher A. Cole Denis P. Coleman III Peter H. Comisar Laura C. Conigliaro William J. Conley, Jr. Thomas G. Connolly Ireland/USA Kevin P. Connors Ireland/USA Linnea K. Conrad Karen R. Cook UK Edith W. Cooper Colin J. Corgan Thomas W. Cornacchia Henry Cornell E. Gerald Corrigan Frank L. Coulson, Jr. James V. Covello Brahm S. Cramer Canada Jeffrey R. Currie 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 Jean A. De Pourtales France/UK Giorgio De Santis Italy Daniel L. Dees Mark F. Dehnert Martin R. Devenish UK Alexander C. Dibelius Germany Simon P. Dingemans UK Joseph P. DiSabato Albert F. Dombrowski Katinka I. Domotorffy Suzanne O. Donohoe Thomas M. Dowling Donald J. Duet Michael L. Dweck Gordon E. Dyal Isabelle Ealet France Glenn P. Earle UK Kenneth M. Eberts III
-3-
ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - ----------------------------- -------------------- Edward K. Eisler Austria Jason H. Ekaireb UK Kathleen G. Elsesser Peter C. Enns Canada L. Brooks Entwistle James P. Esposito Michael P. Esposito J. Michael Evans Canada Carl Faker France/Lebanon Elizabeth C. Fascitelli Douglas L. Feagin Stephan J. Feldgoise Steven M. Feldman Gregg J. Felton Benjamin W. Ferguson Luca D. Ferrari Italy/USA Wolfgang Fink Germany Pierre-Henri Flamand France Elisabeth Fontenelli Silverio Foresi Italy Colleen A. Foster Orit Freedman Israel Matthew T. Fremont-Smith Christopher G. French UK Richard A. Friedman Enrico S. Gaglioti Timur F. Galen Sean J. Gallagher Gonzalo R. Garcia Chile James R. Garman UK Kevin S. Gasvoda Paul E. Germain Robert R. Gheewalla Gary T. Giglio H. John Gilbertson, Jr. Joseph H. Gleberman Justin G. Gmelich Richard J. Gnodde Ireland/ South Africa Jeffrey B. Goldenberg Gregg A. Gonsalves Andrew M. Gordon Paul Graves UK Michael J. Graziano Stefan Green Australia David J. Greenwald Peter Gross Vishal Gupta India Celeste A. Guth
ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - ----------------------------- -------------------- Edward G. Hadden Canada Jonathan J. Hall UK Rumiko Hasegawa Japan Jan Hatzius Germany Keith L. Hayes UK David B. Heller Robert D. Henderson Bruce A. Heyman Stephen P. Hickey Melina E. Higgins Martin Hintze Germany Kenneth L. Hirsch Kenneth W. Hitchner Maykin Ho Todd Hohman Simon N. Holden UK Margaret J. Holen Philip Holzer Germany James P. Houghton UK Zu Liu Frederick Hu China Paul J. Huchro Alastair J. Hunt UK/USA Edith A. Hunt Phillip S. Hylander UK Hidehiro Imatsu Japan Timothy J. Ingrassia Raymond J. Iwanowski William L. Jacob III Andrew J. Jonas Adrian M. Jones Ireland Robert C. Jones Andrew J. Kaiser Toshinobu Kasai Japan James C. Katzman Alan S. Kava Dimitrios Kavvathas Greece Larry M. Kellerman Kevin W. Kennedy Thomas J. Kenny Richard A. Kimball, Jr. Robert C. King, Jr. Timothy M. Kingston Hideki Kinuhata Japan Shigeki Kiritani Japan Michael E. Koester J. Christopher A. Kojima Canada Eric S. Lane Jonathan A. Langer Michiel P. Lap The Netherlands
-4-
ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - ----------------------------- -------------------- John J. Lauto Brian J. Lee George C. Lee Gregory D. Lee Australia Ronald Lee David A. Lehman Tim Leissner Brazil/Germany Todd W. Leland Gregg R. Lemkau Deborah R. Leone Hughes B. Lepic France Wai Man Kaven Leung Hong Kong Allan S. Levine Brian T. Levine Jack Levy Gwen R. Libstag Mitchell J. Lieberman Ryan D. Limaye John S. Lindfors Finland Anthony W. Ling UK Hao Cheng Liu Victor M. Lopez-Balboa Antigone Loudiadis Greece/UK Peter J. Lyon Mark G. Machin UK Paula B. Madoff John A. Mahoney Puneet Malhi UK Charles G. R. Manby UK Simon I. Mansfield UK David M. Marcinek Robert J. Markwick UK Serge Marquie France Allan S. Marson UK Alison J. Mass Blake W. Mather Kathy M. Matsui George N. Mattson John J. McCabe Stephen J. McGuinness John J. McGuire, Jr. John W. McMahon James A. McNamara Robert A. McTamaney Sanjeev K. Mehra Bernard A. Mensah UK Julian R. Metherell UK Michael J. Millette Milton R. Millman III
ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - ----------------------------- -------------------- Christopher Milner UK Christina P. Minnis Masanori Mochida Japan Timothy H. Moe Philip J. Moffitt Australia William C. Montgomery J. Ronald Morgan III Simon P. Morris UK Thomas C. Morrow Jeffrey M. Moslow Sharmin Mossavar-Rahmani UK Donald R. Mullen Takashi Murata Japan Ken N. Murphy Arjun N. Murti Marc O. Nachmann Germany/USA Kenichi Nagasu Japan Jeffrey P. Nedelman Gavin G. O'Connor L. Peter O'Hagan Canada/USA Terence J. O'Neill UK Timothy J. O'Neill Peter C. Oppenheimer UK Todd G. Owens Fumiko Ozawa Japan Craig W. Packer Gregory K. Palm Konstantinos N. Pantazopoulos Greece James R. Paradise UK Sanjay H. Patel Sheila H. Patel David B. Philip Stephen R. Pierce Kenneth A. Pontarelli Ellen R. Porges Richard H. Powers Gilberto Pozzi Italy Lora J. Price Kevin A. Quinn Jean Raby Canada Lorin P. Radtke John J. Rafter Ireland Dioscoro-Roy I. Ramos Philippines Richard N. Ramsden UK Charlotte P. Ransom UK Krishna S. Rao India Buckley T. Ratchford Joseph Ravitch Sara E. Recktenwald
-5-
ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - ----------------------------- -------------------- Gene Reilly Jeffrey A. Resnick Michael J. Richman Michael Rimland Luigi G. Rizzo Italy John F. W. Rogers Scott A. Romanoff Eileen P. Rominger Ivan Ross Paul M. Russo Richard M. Ruzika David C. Ryan David M. Ryan Australia Katsunori Sago Japan Ankur A. Sahu India Guy E. Saidenberg France Pablo J. Salame Ecuador Julian Salisbury UK Muneer A. Satter Susan J. Scher Gary B. Schermerhorn Stephen M. Scherr Clare R. Scherrer Howard B. Schiller Jeffrey W. Schroeder Harvey M. Schwartz Paul D. Scialla Peter E. Scialla Steven M. Scopellite John A. Sebastian Peter A. Seccia Karen D. Seitz Peter D. Selman UK Rebecca M. Shaghalian Devesh P. Shah India Lisa M. Shalett David G. Shell Heather K. Shemilt Canada Magid N. Shenouda UK Michael S. Sherwood UK Suhail A. Sikhtian Gavin Simms UK Ravi Sinha India/USA Edward M. Siskind Jeffrey S. Sloan Marshall Smith Sarah E. Smith UK David M. Solomon Theodore T. Sotir
ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - ----------------------------- -------------------- Marc A. Spilker Christoph W. Stanger Austria Esta E. Stecher Laurence Stein South Africa/USA Chase O. Stevenson John D. Storey Australia Patrick M. Street UK Steven H. Strongin Ram K. Sundaram India Robert J. Sweeney Michael J. Swenson Jonathan R. Symonds UK Gene T. Sykes Morgan C. Sze Shahriar Tadjbakhsh Roland W. Tegeder Germany Thomas D. Teles Daisuke Toki Japan Jeffrey M. Tomasi Peter K. Tomozawa Massimo Tononi Italy David G. Torrible Canada/UK Frederick Towfigh Byron D. Trott Michael A. Troy Donald J. Truesdale Greg A. Tusar Eiji Ueda Japan Kaysie P. Uniacke Lucas van Praag UK Ashok Varadhan John J. Vaske Andrea Vella Italy Jeffrey L. Verschleiser Robin A. Vince UK David A. Viniar Andrea A. Vittorelli Italy Alejandro Vollbrechthausen Mexico David H. Voon Hong Kong/USA Casper W. Von Koskull Finland John E. Waldron Paul Walker Theodore T. Wang China Alasdair J. Warren UK John S. Weinberg Gregg S. Weinstein Martin M. Werner Mexico Matthew Westerman UK Elisha Wiesel
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ITEM 6 CITIZENSHIP (UNITED STATES ITEM 1 UNLESS OTHERWISE NAMES OF REPORTING PERSONS INDICATED) - ----------------------------- -------------------- C. Howard Wietschner Susan A. Willetts Todd A. Williams John S. Willian Andrew F. Wilson New Zealand Dominic A. Wilson UK Steve Windsor UK Jon Winkelried Samuel J. Wisnia France Martin Wiwen-Nilsson Sweden Andrew E. Wolff Tracy R. Wolstencroft Jon A. Woodruff Neil J. Wright UK Denise A. Wyllie UK Shinichi Yokote Japan W. Thomas York, Jr. Wassim G. Younan Lebanon/UK Paul M. Young Sanaz Zaimi UK Paolo Zannoni Italy Yoel Zaoui France Kevin Zhang China Han Song Zhu China
-7- Reporting Entities
ITEM 6 ITEM 1 PLACE OF NAME OF ESTABLISHING NAME OF ENTITY TYPE OF ENTITY ORGANIZATION COVERED PERSON - -------------------------------- -------------- -------------- --------------------------- Anahue Limited Corporation Jersey Andrew A. Chisholm Campbell-Breeden 2004 Settlement Trust UK Richard M. Campbell-Breeden 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 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 Sherwood 2004 Settlement Trust UK Michael S. Sherwood Westerman 2004 Settlement Trust UK Matthew Westerman Zurrah Limited Corporation Jersey Yoel Zaoui
-8- This Amendment No. 72 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. 72 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 bank holding company and a global investment banking, securities and investment management 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 "Acquisition Covered Persons") of Hull and Associates, L.L.C. ("Hull") acquired certain shares of Common Stock in exchange for their interests in Hull; and (iii) certain Covered Persons have acquired and will acquire beneficial ownership of certain shares of Common Stock in connection with GS Inc.'s initial public offering and/or pursuant to GS Inc.'s employee compensation, benefit or similar plans. The Reporting Entities have acquired and may in the future acquire beneficial ownership of shares of Common Stock as contributions or gifts made by Covered Persons. -9- Covered Persons may from time to time acquire shares of Common Stock for investment purposes. Such Common Stock may be acquired with personal funds of or funds borrowed by such Covered Person. ITEM 4. PURPOSE OF TRANSACTIONS The Covered Persons, other than the Acquisition Covered Persons, acquired certain shares of Common Stock in connection with the succession of GS Inc. to the business of Group L.P. and GS Inc.'s initial public offering and/or through certain employee compensation, benefit or similar plans of GS Inc. The Acquisition Covered Persons acquired certain shares of Common Stock in connection with the acquisition by GS Inc. of Hull 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 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 -10- 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 is the sole beneficial owner (excluding shares of Common Stock held by the trust underlying The Goldman Sachs 401(k) Plan). The interest of a spouse or domestic partner in a joint account, an economic interest of GS Inc. as pledgee, and the interest of certain persons in the Reporting Entities and other approved estate planning vehicles will be disregarded for the purposes of determining whether a Covered Person is the sole beneficial owner of shares of Common Stock. TRANSFER RESTRICTIONS Each Covered Person has agreed in the Shareholders' Agreement, among other things, to retain sole beneficial ownership of a number of shares of Common Stock at least equal to 25% of such Covered Person's Covered Shares (as defined below) (the "General Transfer Restrictions"). In addition, certain senior officers designated by the Shareholders' Committee have each agreed to retain sole beneficial ownership of a number of shares of Common Stock at least equal to 75% of such Covered Person's Covered Shares (the "Special Transfer Restrictions" and, together with the General Transfer Restrictions, the "Transfer Restrictions"). The same shares may be used to satisfy both the Special Transfer Restrictions and the General Transfer Restrictions. The Transfer Restrictions applicable to a Covered Person terminate upon the death of the Covered Person. Shares beneficially owned by a Covered Person through a Reporting Entity or certain other approved estate planning vehicles established by Covered Persons 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 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, 3,394,956 shares of Common Stock are subject to the Transfer Restrictions. 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 -11- favor of the election of those persons, equal in number to the number of such positions to be filled, receiving the highest numbers of votes cast by the Voting Shares in the Preliminary Vote. OTHER RESTRICTIONS The Shareholders' Agreement also prohibits Covered Persons from engaging in certain activities relating to any securities of GS Inc. with any person who is not a Covered Person or a director, officer or employee of GS Inc. ("Restricted Persons"). Among other things, a Covered Person may not: participate in a proxy solicitation to or with a Restricted Person; deposit any shares of Common Stock in a voting trust or subject any shares of Common Stock to any voting agreement or arrangement that includes any Restricted Person; form, join or in any way participate in a "group" with any Restricted Person; or together with any Restricted Person, propose certain transactions with GS Inc. or seek the removal of any directors of GS Inc. or any change in the composition of the board of directors. TERM, AMENDMENT AND CONTINUATION The Shareholders' Agreement is to continue in effect until the earlier of January 1, 2050 and the time it is terminated by the vote of 66 2/3% of the outstanding Covered Shares. The Shareholders' Agreement may generally be amended at any time by a majority of the outstanding Covered Shares. Unless otherwise terminated, in the event of any transaction in which a third party succeeds to the business of GS Inc. and in which Covered Persons hold securities of the third party, the Shareholders' Agreement will remain in full force and effect as to the securities of the third party, and the third party shall succeed to the rights and obligations of GS Inc. under the Shareholders' Agreement. INFORMATION REGARDING THE SHAREHOLDERS' COMMITTEE The Shareholders' Committee constituted pursuant to the Shareholders' Agreement (the "Shareholders' Committee") shall at any time consist of each of those individuals who are both Covered Persons and members of the board of directors and who agree to serve as members of the Shareholders' Committee. If there are less than three individuals who are both Covered Persons and members of the board of directors and who agree to serve as members of the Shareholders' Committee, the Shareholders' Committee shall consist of each such individual plus such additional individuals who are Covered Persons and who are selected pursuant to procedures established by the Shareholders' Committee as shall assure a Shareholders' Committee of not less than three members who are Covered Persons. Currently, Lloyd C. Blankfein, Gary D. Cohn and Jon Winkelried 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 842,128 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. 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 -12- 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. LETTER AGREEMENTS On September 28, 2008, each of Lloyd C. Blankfein, Gary D. Cohn, Jon Winkelried and David A. Viniar (each an "Executive") executed a letter agreement with GS Inc. in which the Executive agreed that, with certain exceptions, until the earlier of October 1, 2011 and the date of redemption of all of GS Inc.'s 10% Cumulative Perpetual Preferred Stock, Series G, (i) the Executive will continue to satisfy the Special Transfer Restrictions; and (ii) the Executive, his spouse and any estate planning vehicles will not dispose of more than 10% of the aggregate number of shares of Common Stock they beneficially owned on September 28, 2008. The form of letter agreement is filed as an Exhibit to this Schedule, and the foregoing summary of the letter agreements is qualified in its entirety by reference thereto. -13- MATERIAL TO BE FILED AS EXHIBITS
Exhibit Description - ------- ---------------------------------------------------------------------- A. Registration Rights Instrument, dated as of December 10, 1999 (incorporated by reference to Exhibit G to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)). B. 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. 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)). F. 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)). G. 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)). H. 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)). I. 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)). J. 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.). K. 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.). L. 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)). M. 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.). N. 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)). O. Form of Letter Agreement, dated September 28, 2008, between certain Covered Persons and The Goldman Sachs Group, Inc. (incorporated by reference to Exhibit O to Amendment No. 71 to the Initial Schedule 13D, filed October 1, 2008 (File No. 005-56295)).
-14- ANNEX A INFORMATION REQUIRED AS TO EXECUTIVE OFFICERS AND DIRECTORS OF CORPORATE REPORTING ENTITIES.
CONVICTIONS OR BENEFICIAL VIOLATIONS OF OWNERSHIP OF THE FEDERAL OR COMMON STOCK OF STATE LAWS WITHIN THE GOLDMAN NAME CITIZENSHIP BUSINESS ADDRESS PRESENT EMPLOYMENT THE LAST FIVE YEARS SACHS GROUP, INC. ---- ----------- ------------------- ----------------------------- ------------------- ----------------- Steven M. Bunson USA 85 Broad Street Managing Director, None Less than 1% of New York, NY The Goldman Sachs Group, Inc. the outstanding 10004 shares of Common Stock. Michael H. Richardson UK 26 New Street, Partner, Bedell Cristin None None St. Helier, Jersey, JE4 3RA Anthony J. Dessain UK 26 New Street, Partner, Bedell Cristin None None St. Helier, Jersey, JE4 3RA
-15- ANNEX B ITEMS 2(D) AND 2(E). INFORMATION REQUIRED AS TO CERTAIN PROCEEDINGS. None. -16- ANNEX C ITEM 4. PLANNED DISPOSITION OF SECURITIES OF THE ISSUER BY COVERED PERSONS OR REPORTING ENTITIES. None. -17- ANNEX D ITEM 5(A). DESCRIPTION OF SHARES AS TO WHICH THERE IS A RIGHT TO ACQUIRE EXERCISABLE WITHIN 60 DAYS. An aggregate of 10,096,029 shares of Common Stock are deliverable to Covered Persons upon the exercise of stock options that have vested and are exercisable. This share amount includes the gross number of shares of Common Stock underlying these options, which 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 the date hereof. 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 the aggregate number of shares beneficially owned by the Covered Persons. The withheld shares will cease to be beneficially owned by any Covered Person, and will no longer be included in the aggregate number of shares beneficially owned by Covered Persons. Prior to delivery, the shares are included in Sixty Day Shares because the Covered Persons do not have the right to vote the shares. Upon delivery, the shares become Voting Shares. -18- ANNEX E ITEM 5(C). DESCRIPTION OF ALL TRANSACTIONS IN THE COMMON STOCK EFFECTED BY COVERED PERSONS OR REPORTING ENTITIES IN THE PAST 60 DAYS AND NOT PREVIOUSLY REPORTED ON SCHEDULE 13D. On January 13, 2009, 9,482,716 shares of Common Stock were delivered to Covered Persons pursuant to the terms of restricted stock units and became Voting Shares. On the same date, certain Covered Persons sold an aggregate of 112,738 of these shares through one or more subsidiaries of GS Inc. for cash on the New York Stock Exchange at a price of $76.8408 per share in order to fund U.K. tax withholding. In addition, on January 13, 2009, 273,964 Other Shares that were formerly held in escrow for the benefit of certain Covered Persons were delivered to Covered Persons and became Voting Shares. The following sales of Voting Shares were made by the following Covered Persons or Reporting Entities through one or more subsidiaries of GS Inc. for cash on the New York Stock Exchange:
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $) - ----------------------------- ------------------ ---------------- ---------------------- Jean Raby December 17, 2008 1,000 76.3050 Jean Raby December 17, 2008 1,000 78.9000 John A. Ashdown December 17, 2008 5,204 78.7800 Larry M. Kellerman December 17, 2008 2,000 78.0075 Mark F. Dehnert December 17, 2008 12,051 79.2213 Lora J. Price December 18, 2008 250 79.8000 Peter A. Seccia December 18, 2008 3,436 79.7200 Shahriar Tadjbakhsh December 18, 2008 2,000 80.0000 Shigeki Kiritani December 18, 2008 4,365 79.7200 Philip Holzer December 29, 2008 12,249 75.8910 Armen A. Avanessians December 30, 2008 77,120 77.8005 Larry M. Kellerman December 30, 2008 1,000 78.8490 Lora J. Price December 31, 2008 150 84.2400 Lora J. Price December 31, 2008 100 84.2500 Lora J. Price January 2, 2009 250 87.1300 Eiji Ueda January 5, 2009 5,000 90.0000 Shahriar Tadjbakhsh January 5, 2009 2,000 90.0000 Andrea A. Vittorelli January 6, 2009 2,116 89.3946 Eiji Ueda January 6, 2009 5,000 92.0000 Stuart N. Bernstein January 6, 2009 1,000 89.1700 Wolfgang Fink January 6, 2009 3,595 90.0500 Jean Raby January 8, 2009 1,000 84.2930 Alexander C. Dibelius January 12, 2009 86,375 81.9714 Andrew J. Jonas January 13, 2009 5,000 75.0000 Ashok Varadhan January 13, 2009 60,000 76.3418 Ashok Varadhan January 13, 2009 7,018 77.0003 Brahm S. Cramer January 13, 2009 39,606 75.0098 C. Howard Wietschner January 13, 2009 850 76.1176 Chase O. Stevenson January 13, 2009 6,698 76.0124 Colin J. Corgan January 13, 2009 21,832 76.7045 Colleen A. Foster January 13, 2009 5,000 76.0000 Daniel L. Dees January 13, 2009 19,683 74.7233 David B. Heller January 13, 2009 7,938 75.0000 David B. Philip January 13, 2009 15,000 76.8040 David M. Solomon January 13, 2009 50,000 75.2495 Donald J. Truesdale January 13, 2009 10,000 74.0000 Edward K. Eisler January 13, 2009 20,000 77.8936
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COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $) - ----------------------------- ------------------ ---------------- ---------------------- Eileen P. Rominger January 13, 2009 26,558 75.3193 Elisabeth Fontenelli January 13, 2009 3,004 78.0647 Ellen R. Porges January 13, 2009 4,000 77.5000 Enrico S. Gaglioti January 13, 2009 3,684 75.4638 Francois-Xavier de Mallmann January 13, 2009 5,000 74.0000 Frederick Towfigh January 13, 2009 650 78.0000 Gilberto Pozzi January 13, 2009 4,696 74.0000 Gregg R. Lemkau January 13, 2009 5,000 77.4216 H. John Gilbertson, Jr. January 13, 2009 30,749 74.0000 H. John Gilbertson, Jr. January 13, 2009 8,841 74.0000 Ivan Ross January 13, 2009 1,000 78.1710 J. Ronald Morgan III January 13, 2009 3,986 76.8634 James A. McNamara January 13, 2009 6,140 76.7332 Jason G. Cahilly January 13, 2009 1,500 76.0000 Jason H. Ekaireb January 13, 2009 3,500 75.5037 Jason H. Ekaireb January 13, 2009 2,000 78.0000 Jeffrey M. Tomasi January 13, 2009 4,235 74.0000 Jonathan A. Beinner January 13, 2009 21,527 74.0000 Jonathan A. Langer January 13, 2009 11,152 77.4676 Kathy M. Matsui January 13, 2009 14,494 75.0001 Kaysie P. Uniacke January 13, 2009 7,598 74.6900 Kenichi Nagasu January 13, 2009 4,180 74.0000 Kenneth M. Eberts III January 13, 2009 25,000 78.1031 Kevin P. Connors January 13, 2009 5,503 74.0000 Krishna S. Rao January 13, 2009 5,905 75.0000 Laurence Stein January 13, 2009 3,200 77.4213 Lucas van Praag January 13, 2009 4,993 75.0261 Marc O. Nachmann January 13, 2009 1,000 76.0000 Margaret J. Holen January 13, 2009 6,500 74.0000 Mark E. Agne January 13, 2009 33,675 75.6637 Mark G. Machin January 13, 2009 18,000 75.2672 Mark G. Machin January 13, 2009 10,000 75.6178 Mark G. Machin January 13, 2009 10,000 75.7699 Michael J. Millette January 13, 2009 9,348 78.0216 Morgan C. Sze January 13, 2009 16,000 76.3679 Paula B. Madoff January 13, 2009 2,000 75.4840 Peter E. Scialla January 13, 2009 5,500 74.0000 Peter H. Comisar January 13, 2009 750 77.5747 Peter K. Tomozawa January 13, 2009 5,000 78.0088 Philip J. Moffitt January 13, 2009 6,500 74.5580 R. Martin Chavez January 13, 2009 20,983 74.4289 Raanan A. Agus January 13, 2009 30,000 75.8507 Raanan A. Agus January 13, 2009 25,000 77.4782 Robert C. Jones January 13, 2009 14,200 78.1893 Robert R. Gheewalla January 13, 2009 2,000 78.3385 Ronald Lee January 13, 2009 6,559 78.1026 Samuel J. Wisnia January 13, 2009 19,176 74.0000 Serge Marquie January 13, 2009 14,000 77.0638 Sharmin Mossavar-Rahmani January 13, 2009 29,257 77.6345 Sheila H. Patel January 13, 2009 6,011 76.0000 Shigeki Kiritani January 13, 2009 50,000 74.0000 Shinichi Yokote January 13, 2009 6,271 74.0000 Stacy Bash-Polley January 13, 2009 20,000 75.0286 Stephan J. Feldgoise January 13, 2009 3,365 76.9200
-20-
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $) - ----------------------------- ------------------ ---------------- ---------------------- Stephen M. Scherr January 13, 2009 2,500 75.0000 Stephen P. Hickey January 13, 2009 39,106 77.0937 Steve Windsor January 13, 2009 8,478 74.0000 Steven M. Barry January 13, 2009 10,285 74.0000 Steven M. Bunson January 13, 2009 4,691 74.7185 Steven M. Feldman January 13, 2009 3,000 78.0100 Susan J. Scher January 13, 2009 4,747 77.4485 Theodore T. Wang January 13, 2009 5,000 77.5791 Thomas C. Morrow January 13, 2009 6,482 76.8696 Thomas D. Teles January 13, 2009 4,000 75.9613 Thomas J. Kenny January 13, 2009 42,000 75.1385 Todd W. Leland January 13, 2009 7,583 75.2192 Toshinobu Kasai January 13, 2009 17,760 74.0000 Vishal Gupta January 13, 2009 10,000 75.0000 William C. Montgomery January 13, 2009 6,000 75.0000 William L. Jacob III January 13, 2009 7,500 77.1109 Yusuf A. Alireza January 13, 2009 10,000 78.0816 Yusuf A. Alireza January 13, 2009 10,000 78.1591 Alejandro Vollbrechthausen January 14, 2009 12,096 75.0000 Blake W. Mather January 14, 2009 9,175 73.7740 C. Howard Wietschner January 14, 2009 200 75.0500 Christopher G. French January 14, 2009 25,000 73.6860 Enrico S. Gaglioti January 14, 2009 2,561 75.4762 Harvey M. Schwartz January 14, 2009 25,000 75.0795 James B. Clark January 14, 2009 14,615 75.9602 Kevin S. Gasvoda January 14, 2009 3,000 76.5000 Krishna S. Rao January 14, 2009 5,000 75.4019 Margaret J. Holen January 14, 2009 2,000 75.2990 Mark M. Carhart January 14, 2009 6,700 76.4706 Matthew H. Cyzer January 14, 2009 5,700 75.0377 Michael P. Esposito January 14, 2009 11,922 76.5302 Morgan C. Sze January 14, 2009 12,000 75.0492 Nicholas F. Burgin January 14, 2009 7,500 76.6336 Paul E. Germain January 14, 2009 3,252 75.6386 Phillip S. Hylander January 14, 2009 22,000 75.5059 Robert C. Jones January 14, 2009 1,581 76.5185 Sean J. Gallagher January 14, 2009 2,000 74.9965 Stacy Bash-Polley January 14, 2009 1,000 75.5000 Theodore T. Wang January 14, 2009 2,000 75.0000 Thomas D. Teles January 14, 2009 2,000 75.7285 C. Howard Wietschner January 15, 2009 350 73.5171 Enrico S. Gaglioti January 15, 2009 3,829 74.3484 James R. Garman January 15, 2009 2,000 75.0000 Jason H. Ekaireb January 15, 2009 1,000 73.1150 Kenneth L. Hirsch January 15, 2009 7,551 71.3688 Kevin S. Gasvoda January 15, 2009 2,000 75.4605 Krishna S. Rao January 15, 2009 5,000 69.8000 Lorin P. Radtke January 15, 2009 6,994 71.4043 Margaret J. Holen January 15, 2009 1,000 74.2460 Robert A. McTamaney January 15, 2009 67,575 75.1578 Stacy Bash-Polley January 15, 2009 3,000 75.9237 Steven M. Feldman January 15, 2009 8,000 73.2109 Brian T. Levine January 16, 2009 10,000 75.4417 C. Howard Wietschner January 16, 2009 750 71.7773
-21-
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $) - ----------------------------- ------------------ ---------------- ---------------------- John A. Ashdown January 16, 2009 8,000 70.0000 John S. Willian January 16, 2009 2,000 73.0000 Mark M. Carhart January 16, 2009 1,000 76.4050 Michael E. Koester January 16, 2009 4,117 75.3314 Michael J. Swenson January 16, 2009 300 72.3300 Michael J. Swenson January 16, 2009 100 72.3400 Michael J. Swenson January 16, 2009 900 72.3400 Michael J. Swenson January 16, 2009 100 72.3500 Michael J. Swenson January 16, 2009 100 72.3500 Michael J. Swenson January 16, 2009 300 72.3500 Michael J. Swenson January 16, 2009 300 72.3500 Michael J. Swenson January 16, 2009 100 72.3700 Michael J. Swenson January 16, 2009 100 72.3700 Michael J. Swenson January 16, 2009 100 72.3700 Michael J. Swenson January 16, 2009 100 72.3800 Paul D. Scialla January 16, 2009 400 71.4500 Paul D. Scialla January 16, 2009 517 71.4800 Paul D. Scialla January 16, 2009 100 71.4900 Paul D. Scialla January 16, 2009 100 71.4900 Paul D. Scialla January 16, 2009 100 71.4900 Paul D. Scialla January 16, 2009 200 71.4900 Paul D. Scialla January 16, 2009 200 71.4900 Paul D. Scialla January 16, 2009 100 71.5000 Paul D. Scialla January 16, 2009 100 71.5000 Sean J. Gallagher January 16, 2009 1,781 72.8115 Toshinobu Kasai January 16, 2009 20,000 75.5900 C. Howard Wietschner January 20, 2009 1,750 63.0535 Carl Faker January 20, 2009 11,794 67.0863 Carl Faker January 20, 2009 2,063 67.1813 Daisuke Toki January 20, 2009 2,500 69.6500 Dean C. Backer January 20, 2009 15,000 66.3011 Edward K. Eisler January 20, 2009 4,000 60.1683 Edward K. Eisler January 20, 2009 4,000 62.3193 Edward K. Eisler January 20, 2009 4,000 63.0313 Edward K. Eisler January 20, 2009 3,000 63.9747 Edward K. Eisler January 20, 2009 3,000 65.4678 Ellen R. Porges January 20, 2009 6,672 63.8113 Gary B. Schermerhorn January 20, 2009 7,252 64.1722 J. Ronald Morgan III January 20, 2009 1,122 64.9532 Laurence Stein January 20, 2009 594 59.1551 Mark M. Carhart January 20, 2009 56,620 63.5441 Matthew H. Cyzer January 20, 2009 6,074 69.6500 Michael J. Swenson January 20, 2009 100 67.0000 Michael J. Swenson January 20, 2009 200 67.0000 Michael J. Swenson January 20, 2009 300 67.0000 Michael J. Swenson January 20, 2009 300 67.0000 Michael J. Swenson January 20, 2009 300 67.0000 Michael J. Swenson January 20, 2009 1,300 67.0000 Michael L. Dweck January 20, 2009 2,000 64.9635 Morgan C. Sze January 20, 2009 8,000 66.4336 Peter E. Scialla January 20, 2009 100 62.8100 Peter E. Scialla January 20, 2009 150 62.8500 Peter E. Scialla January 20, 2009 100 62.8600 Peter E. Scialla January 20, 2009 100 62.8600
-22-
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $) - ----------------------------- ------------------ ---------------- ---------------------- Peter E. Scialla January 20, 2009 100 62.8700 Peter E. Scialla January 20, 2009 100 62.8700 Peter E. Scialla January 20, 2009 100 62.8800 Peter E. Scialla January 20, 2009 500 64.7400 Peter E. Scialla January 20, 2009 150 64.7500 Peter E. Scialla January 20, 2009 100 64.7500 Peter E. Scialla January 20, 2009 100 68.3600 Peter E. Scialla January 20, 2009 100 68.3600 Peter E. Scialla January 20, 2009 600 68.3600 Peter E. Scialla January 20, 2009 100 68.3700 Peter E. Scialla January 20, 2009 300 68.3700 Peter E. Scialla January 20, 2009 100 68.3800 Peter E. Scialla January 20, 2009 200 68.4000 Brian T. Levine January 21, 2009 2,000 64.5370 C. Howard Wietschner January 21, 2009 1,000 67.2960 Christopher M. Barter January 21, 2009 6,000 68.3222 David B. Philip January 21, 2009 10,000 64.8395 Edward K. Eisler January 21, 2009 4,605 64.4905 Edward K. Eisler January 21, 2009 5,000 66.0752 Edward K. Eisler January 21, 2009 5,000 66.3533 Edward K. Eisler January 21, 2009 5,000 66.8798 Edward K. Eisler January 21, 2009 5,000 67.3942 Eileen P. Rominger January 21, 2009 12,907 66.9833 Enrico S. Gaglioti January 21, 2009 5,000 69.8172 Gary B. Schermerhorn January 21, 2009 7,252 66.1738 Gavin G. O'Connor January 21, 2009 1,655 69.2434 Giorgio De Santis January 21, 2009 18,000 69.1096 J. Ronald Morgan III January 21, 2009 1,123 66.1908 Jeffrey W. Schroeder January 21, 2009 31,656 67.2605 John S. Willian January 21, 2009 5,000 69.1396 Katinka I. Domotorffy January 21, 2009 1,000 65.9670 Margaret J. Holen January 21, 2009 2,000 65.9965 Mark M. Carhart January 21, 2009 50,000 66.3287 Martin R. Devenish January 21, 2009 9,000 64.4000 Michael J. Swenson January 21, 2009 100 67.0000 Michael J. Swenson January 21, 2009 100 67.0000 Michael J. Swenson January 21, 2009 400 67.0000 Michael J. Swenson January 21, 2009 700 67.0000 Michael J. Swenson January 21, 2009 852 67.0000 Michael L. Dweck January 21, 2009 1,000 69.1110 Paul D. Scialla January 21, 2009 400 67.2600 Paul D. Scialla January 21, 2009 100 67.2700 Peter E. Scialla January 21, 2009 171 65.1100 Peter E. Scialla January 21, 2009 300 65.1200 Phillip S. Hylander January 21, 2009 22,358 69.0958 Raanan A. Agus January 21, 2009 13,605 65.0561 Raymond J. Iwanowski January 21, 2009 30,000 68.1282 Robert C. Jones January 21, 2009 30,000 67.0479 Ronald Lee January 21, 2009 4,115 70.0000 Serge Marquie January 21, 2009 6,000 69.6750 Silverio Foresi January 21, 2009 7,500 65.3672 Stephen M. Scherr January 21, 2009 2,500 70.0000 Steven M. Feldman January 21, 2009 15,000 66.0741 Steven M. Feldman January 21, 2009 8,000 68.8694
-23-
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $) - ----------------------------- ------------------ ---------------- ---------------------- Thomas D. Teles January 21, 2009 1,500 67.9267 William J. Conley, Jr. January 21, 2009 2,000 67.6000 William J. Conley, Jr. January 21, 2009 1,000 69.2500 C. Howard Wietschner January 22, 2009 100 67.0000 C. Howard Wietschner January 22, 2009 300 67.0000 C. Howard Wietschner January 22, 2009 100 67.4600 C. Howard Wietschner January 22, 2009 100 67.4900 C. Howard Wietschner January 22, 2009 250 68.0000 C. Howard Wietschner January 22, 2009 250 69.0000 C. Howard Wietschner January 22, 2009 1,000 70.0000 C. Howard Wietschner January 22, 2009 150 71.4000 C. Howard Wietschner January 22, 2009 100 72.0000 C. Howard Wietschner January 22, 2009 100 72.0000 C. Howard Wietschner January 22, 2009 100 72.6800 C. Howard Wietschner January 22, 2009 150 72.6800 C. Howard Wietschner January 22, 2009 200 73.0000 Edward K. Eisler January 22, 2009 3,000 73.0000 Gary B. Schermerhorn January 22, 2009 7,252 69.2639 Gerald J. Cardinale January 22, 2009 16,378 67.1661 Giorgio De Santis January 22, 2009 5,500 71.2527 J. Ronald Morgan III January 22, 2009 1,123 69.5786 Jason H. Ekaireb January 22, 2009 1,000 67.0000 Joseph H. Gleberman January 22, 2009 13,640 72.8941 Katinka I. Domotorffy January 22, 2009 1,500 71.3587 Kevin Zhang January 22, 2009 28,973 73.0000 Leslie A. Biddle January 22, 2009 3,500 71.6063 Margaret J. Holen January 22, 2009 1,000 73.2930 Mark M. Carhart January 22, 2009 48,277 71.0956 Raymond J. Iwanowski January 22, 2009 30,000 69.3771 Robert C. Jones January 22, 2009 10,000 72.4395 Silverio Foresi January 22, 2009 7,600 71.2509 Steven M. Feldman January 22, 2009 3,000 73.1513 Alejandro Vollbrechthausen January 23, 2009 4,414 74.1093 Allan S. Levine January 23, 2009 4,834 75.0000 C. Howard Wietschner January 23, 2009 1,900 73.3016 Christopher M. Barter January 23, 2009 6,009 72.5739 Edward K. Eisler January 23, 2009 5,000 73.0000 Edward K. Eisler January 23, 2009 5,000 74.0000 Edward K. Eisler January 23, 2009 2,500 75.0000 Gary B. Schermerhorn January 23, 2009 7,253 72.3296 Gregory D. Lee January 23, 2009 1,712 74.8759 H. John Gilbertson, Jr. January 23, 2009 9,964 72.3359 J. Ronald Morgan III January 23, 2009 1,123 72.4458 James R. Garman January 23, 2009 2,000 75.0000 Jeffrey S. Sloan January 23, 2009 4,241 73.6685 John W. McMahon January 23, 2009 10,000 74.9418 Kevin Zhang January 23, 2009 28,973 75.0000 Margaret J. Holen January 23, 2009 662 74.3470 Michael L. Dweck January 23, 2009 1,000 75.0000 Nicholas F. Burgin January 23, 2009 3,000 73.7500 Raymond J. Iwanowski January 23, 2009 20,000 75.0031 Rebecca M. Shaghalian January 23, 2009 100 72.0000 Robert C. Jones January 23, 2009 15,000 73.4519 Robert R. Gheewalla January 23, 2009 1,500 74.6207
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COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $) - ----------------------------- ------------------ ---------------- ---------------------- Silverio Foresi January 23, 2009 9,988 73.6890 Stephen J. McGuinness January 23, 2009 37,511 74.8935 Stephen M. Scherr January 23, 2009 5,000 75.0000 Steven M. Feldman January 23, 2009 7,000 73.9301 Thomas G. Connolly January 23, 2009 10,000 72.8613 William J. Conley, Jr. January 23, 2009 1,000 74.5000 Ashok Varadhan January 26, 2009 13,139 78.1352 C. Howard Wietschner January 26, 2009 100 74.1800 C. Howard Wietschner January 26, 2009 100 76.0900 C. Howard Wietschner January 26, 2009 100 76.1000 C. Howard Wietschner January 26, 2009 150 77.5000 Douglas L. Feagin January 26, 2009 3,500 77.1467 Jean A. De Pourtales January 26, 2009 1,400 78.0000 Jean A. De Pourtales January 26, 2009 1,600 78.0000 Jean Raby January 26, 2009 1,000 76.9860 Laurence Stein January 26, 2009 1,000 78.1460 Luigi G. Rizzo January 26, 2009 4,957 78.3717 Michiel P. Lap January 26, 2009 8,644 78.1783 Neil J. Wright January 26, 2009 7,320 76.6178 Nicholas F. Burgin January 26, 2009 3,000 78.2500 Paul D. Scialla January 26, 2009 500 78.3200 Peter H. Comisar January 26, 2009 500 76.5520 Raymond J. Iwanowski January 26, 2009 5,000 73.4361 Rebecca M. Shaghalian January 26, 2009 250 75.9100 Rebecca M. Shaghalian January 26, 2009 250 75.9100 Rebecca M. Shaghalian January 26, 2009 250 78.4000 Rebecca M. Shaghalian January 26, 2009 250 78.4300 Steven M. Feldman January 26, 2009 3,000 76.8237 Andrew J. Jonas January 27, 2009 5,000 77.0000 C. Howard Wietschner January 27, 2009 100 77.0600 C. Howard Wietschner January 27, 2009 100 77.0600 Gary T. Giglio January 27, 2009 3,000 76.6363 James R. Paradise January 27, 2009 2,185 76.9128 James R. Paradise January 27, 2009 2,000 77.3640 James R. Paradise January 27, 2009 1,000 77.8170 James R. Paradise January 27, 2009 500 78.0700 James R. Paradise January 27, 2009 500 78.2640 Jason H. Ekaireb January 27, 2009 1,000 78.0000 Jeffrey S. Sloan January 27, 2009 4,240 77.8410 John S. Lindfors January 27, 2009 1,143 77.2711 Katinka I. Domotorffy January 27, 2009 750 77.7574 Pablo J. Salame January 27, 2009 10,000 78.2500 Paul M. Young January 27, 2009 1,000 77.5000 Paula B. Madoff January 27, 2009 500 78.0000 Robert C. Jones January 27, 2009 39,574 77.0889 Robert R. Gheewalla January 27, 2009 2,000 77.2540 Serge Marquie January 27, 2009 7,479 76.4793 Stephen D. Daniel January 27, 2009 5,000 78.0488 Steven M. Feldman January 27, 2009 3,000 78.1047 Yusuf A. Alireza January 27, 2009 10,000 78.0000 Allan S. Levine January 28, 2009 1,981 87.5088 Allan S. Marson January 28, 2009 2,000 84.8100 Andrew J. Jonas January 28, 2009 2,000 85.0500 Bernard A. Mensah January 28, 2009 7,000 86.3453
-25-
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $) - ----------------------------- ------------------ ---------------- ---------------------- Brahm S. Cramer January 28, 2009 14,671 84.0136 Celeste A. Guth January 28, 2009 1,000 87.6150 Celeste A. Guth January 28, 2009 1,000 87.8480 Christopher G. French January 28, 2009 10,835 85.3941 David B. Heller January 28, 2009 5,000 85.0926 David J. Greenwald January 28, 2009 2,000 86.1213 David J. Greenwald January 28, 2009 2,000 86.1213 David M. Solomon January 28, 2009 20,000 84.8100 Denis P. Coleman III January 28, 2009 3,500 84.9949 Devesh P. Shah January 28, 2009 2,400 87.1000 Donald R. Mullen January 28, 2009 31,867 86.8647 Edward K. Eisler January 28, 2009 5,000 84.8100 Edward K. Eisler January 28, 2009 10,000 85.0000 Edward K. Eisler January 28, 2009 5,000 85.0000 Edward K. Eisler January 28, 2009 5,000 86.0000 Edward K. Eisler January 28, 2009 5,000 87.0000 Edward K. Eisler January 28, 2009 10,000 88.0000 Francois-Xavier de Mallmann January 28, 2009 1,722 86.0000 Frederick Towfigh January 28, 2009 1,000 84.8100 Frederick Towfigh January 28, 2009 1,000 84.8100 Frederick Towfigh January 28, 2009 1,000 84.8100 Frederick Towfigh January 28, 2009 1,000 84.8100 Gary T. Giglio January 28, 2009 1,000 85.8400 Gavin G. O'Connor January 28, 2009 1,655 84.8100 Gavin Simms January 28, 2009 2,156 85.0000 Giorgio De Santis January 28, 2009 10,000 86.2517 Gordon E. Dyal January 28, 2009 24,325 86.3052 Gregg J. Felton January 28, 2009 9,703 84.9195 Gregg R. Lemkau January 28, 2009 2,500 87.5144 Gregg S. Weinstein January 28, 2009 2,500 85.2252 Harvey M. Schwartz January 28, 2009 40,000 84.8027 Ivan Ross January 28, 2009 500 87.6800 James R. Paradise January 28, 2009 500 85.3100 James R. Paradise January 28, 2009 250 86.0000 James R. Paradise January 28, 2009 250 86.2200 James R. Paradise January 28, 2009 250 88.0900 James R. Paradise January 28, 2009 250 88.5000 James R. Paradise January 28, 2009 250 89.0000 James V. Covello January 28, 2009 1,150 83.8826 Jane P. Chwick January 28, 2009 1,000 86.0660 Jason H. Ekaireb January 28, 2009 1,000 84.0000 Jeffrey A. Resnick January 28, 2009 100 85.8700 Jeffrey A. Resnick January 28, 2009 500 85.8700 Jeffrey A. Resnick January 28, 2009 100 85.8800 Jeffrey A. Resnick January 28, 2009 100 85.8800 Jeffrey A. Resnick January 28, 2009 100 85.8800 Jeffrey A. Resnick January 28, 2009 124 85.8900 Jeffrey A. Resnick January 28, 2009 100 85.8900 Jeffrey A. Resnick January 28, 2009 100 85.9000 Jeffrey S. Sloan January 28, 2009 4,240 85.0000 John A. Mahoney January 28, 2009 5,000 88.0172 John E. Waldron January 28, 2009 3,000 87.0000 John J. Lauto January 28, 2009 1,000 87.9000 John S. Willian January 28, 2009 5,000 87.1276
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COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $) - ----------------------------- ------------------ ---------------- ---------------------- John W. McMahon January 28, 2009 10,000 85.9929 Katinka I. Domotorffy January 28, 2009 1,000 85.8743 Ken N. Murphy January 28, 2009 15,868 87.1125 Kenneth M. Eberts III January 28, 2009 20,000 84.0000 Konstantinos N. Pantazopoulos January 28, 2009 982 85.0000 Konstantinos N. Pantazopoulos January 28, 2009 8,442 85.0000 Konstantinos N. Pantazopoulos January 28, 2009 10,000 86.0000 Konstantinos N. Pantazopoulos January 28, 2009 10,000 87.0000 Laurence Stein January 28, 2009 500 85.3640 Leslie A. Biddle January 28, 2009 1,700 88.1935 Lisa M. Shalett January 28, 2009 7,925 83.8281 Mark F. Dehnert January 28, 2009 2,300 87.3354 Michael J. Carr January 28, 2009 25,628 84.3630 Michael J. Swenson January 28, 2009 100 87.0000 Michael J. Swenson January 28, 2009 200 87.0000 Michael J. Swenson January 28, 2009 700 87.0000 Michael J. Swenson January 28, 2009 700 87.0000 Michael J. Swenson January 28, 2009 800 87.0000 Milton R. Millman III January 28, 2009 5,978 88.0585 Nicholas F. Burgin January 28, 2009 3,000 84.8100 Nicholas F. Burgin January 28, 2009 3,000 86.7500 Pablo J. Salame January 28, 2009 40,000 86.1305 Paul J. Huchro January 28, 2009 3,000 84.5997 Paul M. Young January 28, 2009 5,000 85.9560 Peter C. Enns January 28, 2009 2,000 85.9330 Peter K. Tomozawa January 28, 2009 800 88.2500 Peter K. Tomozawa January 28, 2009 100 88.2500 Peter K. Tomozawa January 28, 2009 100 88.2500 Peter K. Tomozawa January 28, 2009 500 89.0000 Peter K. Tomozawa January 28, 2009 200 89.0000 Peter K. Tomozawa January 28, 2009 200 89.0000 Peter K. Tomozawa January 28, 2009 100 89.0000 Puneet Malhi January 28, 2009 300 85.4700 Puneet Malhi January 28, 2009 500 85.4800 Puneet Malhi January 28, 2009 300 85.4900 Puneet Malhi January 28, 2009 100 85.5000 Puneet Malhi January 28, 2009 100 85.5200 Puneet Malhi January 28, 2009 100 85.5200 Puneet Malhi January 28, 2009 100 85.5200 Puneet Malhi January 28, 2009 100 85.5200 Puneet Malhi January 28, 2009 200 85.5300 Puneet Malhi January 28, 2009 200 85.5300 Puneet Malhi January 28, 2009 400 85.5300 Puneet Malhi January 28, 2009 100 85.5300 Puneet Malhi January 28, 2009 100 85.5300 Puneet Malhi January 28, 2009 100 85.5300 Puneet Malhi January 28, 2009 100 85.5300 Puneet Malhi January 28, 2009 200 85.5300 Ravi Sinha January 28, 2009 10,000 84.8100 Raymond J. Iwanowski January 28, 2009 20,000 86.9786 Rebecca M. Shaghalian January 28, 2009 50 85.3500 Rebecca M. Shaghalian January 28, 2009 98 86.0000 Rebecca M. Shaghalian January 28, 2009 100 86.0000 Rebecca M. Shaghalian January 28, 2009 100 86.0000
-27-
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $) - ----------------------------- ------------------ ---------------- ---------------------- Rebecca M. Shaghalian January 28, 2009 50 86.0700 Rebecca M. Shaghalian January 28, 2009 50 86.2200 Rebecca M. Shaghalian January 28, 2009 100 87.5000 Sanaz Zaimi January 28, 2009 5,170 85.9695 Sanaz Zaimi January 28, 2009 10,279 86.0696 Stacy Bash-Polley January 28, 2009 5,000 85.9082 Stephen D. Daniel January 28, 2009 2,000 87.0000 Stephen D. Daniel January 28, 2009 3,000 87.0510 Stephen M. Scherr January 28, 2009 5,000 85.0620 Stephen M. Scherr January 28, 2009 3,500 86.8571 Steven H. Strongin January 28, 2009 10,000 85.9210 Steven M. Feldman January 28, 2009 5,294 84.9013 Timothy M. Kingston January 28, 2009 5,000 88.0000 Vishal Gupta January 28, 2009 16,966 86.5815 William J. Conley, Jr. January 28, 2009 1,000 86.2500 Yusuf A. Alireza January 28, 2009 19,124 84.8100 Buckley T. Ratchford January 29, 2009 21,997 85.1200 C. Howard Wietschner January 29, 2009 200 83.0000 C. Howard Wietschner January 29, 2009 100 83.3200 C. Howard Wietschner January 29, 2009 100 83.3200 C. Howard Wietschner January 29, 2009 100 83.3300 Christoph W. Stanger January 29, 2009 2,500 86.0000 David B. Philip January 29, 2009 2,500 85.4000 Deborah R. Leone January 29, 2009 1,958 85.0960 Dorothee Blessing January 29, 2009 2,500 85.1200 Gregory D. Lee January 29, 2009 2,000 83.7040 Laurence Stein January 29, 2009 500 83.2940 Steven H. Strongin January 29, 2009 200 85.0000 Thomas D. Teles January 29, 2009 4,500 83.8920 Edith W. Cooper January 30, 2009 1,500 82.8500 Edith W. Cooper January 30, 2009 121 82.8600 Edith W. Cooper January 30, 2009 100 82.8600 Edith W. Cooper January 30, 2009 100 82.8600 Edith W. Cooper January 30, 2009 100 82.8600 Edith W. Cooper January 30, 2009 100 82.8600 Edith W. Cooper January 30, 2009 1,800 82.8700 Edith W. Cooper January 30, 2009 100 82.8700 Edith W. Cooper January 30, 2009 100 82.8700 Edith W. Cooper January 30, 2009 2,000 82.8800 Edith W. Cooper January 30, 2009 100 82.8800 Edith W. Cooper January 30, 2009 100 82.8800 Edith W. Cooper January 30, 2009 200 82.8800 Edith W. Cooper January 30, 2009 100 82.9000 Edith W. Cooper January 30, 2009 100 82.9000 Edith W. Cooper January 30, 2009 100 82.9100 Edith W. Cooper January 30, 2009 100 82.9100 Edith W. Cooper January 30, 2009 100 82.9100 Edith W. Cooper January 30, 2009 100 82.9100 Edith W. Cooper January 30, 2009 100 82.9100 Edith W. Cooper January 30, 2009 100 82.9200 Edith W. Cooper January 30, 2009 400 82.9300 Gregg S. Weinstein January 30, 2009 2,500 80.1656 Jan Hatzius January 30, 2009 1,032 83.7232 Lisa M. Shalett January 30, 2009 1,000 84.5000
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COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $) - ----------------------------- ------------------ ---------------- ---------------------- Michael L. Dweck January 30, 2009 1,000 81.0380 Raymond J. Iwanowski January 30, 2009 5,000 81.6933 Robert R. Gheewalla January 30, 2009 2,000 83.5000 Theodore T. Wang January 30, 2009 224 84.0300 Timothy H. Moe January 30, 2009 2,000 82.4060 William C. Montgomery January 30, 2009 1,700 83.6268 C. Howard Wietschner February 2, 2009 200 81.5000 Donald R. Mullen February 2, 2009 10,000 83.6579 John S. Willian February 2, 2009 4,000 82.1640 Morgan C. Sze February 2, 2009 7,000 81.1097 Paul D. Scialla February 2, 2009 100 83.0900 Paul D. Scialla February 2, 2009 100 83.0900 Paul D. Scialla February 2, 2009 200 83.0900 Paul D. Scialla February 2, 2009 100 83.1000 Raymond J. Iwanowski February 2, 2009 5,000 82.5935 Thomas W. Cornacchia February 2, 2009 10,000 82.7651 William C. Montgomery February 2, 2009 6,293 83.2562 Christina P. Minnis February 3, 2009 2,300 80.7865 John J. Vaske February 3, 2009 924 83.2211 John J. Vaske February 3, 2009 1,434 83.2728 John J. Vaske February 3, 2009 350 83.3000 John J. Vaske February 3, 2009 1,660 83.3597 John J. Vaske February 3, 2009 2,672 83.5533 John J. Vaske February 3, 2009 2,960 83.7874 Michael L. Dweck February 3, 2009 1,000 83.0818 Robert R. Gheewalla February 3, 2009 2,000 83.0730 Andrew J. Jonas February 4, 2009 2,846 84.2996 C. Howard Wietschner February 4, 2009 250 85.0000 Christina P. Minnis February 4, 2009 2,369 85.0000 David B. Philip February 4, 2009 5,000 88.8604 David J. Greenwald February 4, 2009 1,000 88.1947 Donald R. Mullen February 4, 2009 5,000 87.4214 Elisha Wiesel February 4, 2009 5,000 88.5348 Elizabeth E. Beshel February 4, 2009 100 87.2800 Elizabeth E. Beshel February 4, 2009 100 87.2800 Elizabeth E. Beshel February 4, 2009 100 87.2800 Elizabeth E. Beshel February 4, 2009 200 87.2800 Gary T. Giglio February 4, 2009 1,000 88.6760 Giorgio De Santis February 4, 2009 10,000 87.8715 Gregg S. Weinstein February 4, 2009 2,500 88.7052 Harvey M. Schwartz February 4, 2009 13,279 89.0000 James R. Paradise February 4, 2009 250 88.3700 John E. Waldron February 4, 2009 3,000 89.0000 Katinka I. Domotorffy February 4, 2009 1,000 87.7620 Leslie A. Biddle February 4, 2009 1,700 87.6876 Lisa M. Shalett February 4, 2009 6,924 87.4399 Michael L. Dweck February 4, 2009 1,000 88.4110 Michael S. Sherwood February 4, 2009 45,000 83.1194 Paul D. Scialla February 4, 2009 100 88.6600 Paul D. Scialla February 4, 2009 400 88.6700 Paula B. Madoff February 4, 2009 500 88.6920 Peter E. Scialla February 4, 2009 150 88.6200 Peter E. Scialla February 4, 2009 100 88.6300 Philip R. Berlinski February 4, 2009 2,675 85.9708
-29-
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $) - ----------------------------- ------------------ ---------------- ---------------------- Raymond J. Iwanowski February 4, 2009 7,000 88.2586 Robert R. Gheewalla February 4, 2009 4,000 88.3465 Stephen M. Scherr February 4, 2009 1,000 85.0000 Steve M. Scopellite February 4, 2009 5,000 88.0000 Suzanne O. Donohoe February 4, 2009 12,186 88.4426 Thomas D. Teles February 4, 2009 2,000 88.9320 Thomas W. Cornacchia February 4, 2009 5,000 89.2068 Allan S. Levine February 5, 2009 100 90.0000 Brian J. Lee February 5, 2009 500 92.6700 Brian J. Lee February 5, 2009 100 92.6700 Brian J. Lee February 5, 2009 600 92.6900 David J. Greenwald February 5, 2009 2,000 93.4760 Donald R. Mullen February 5, 2009 5,000 92.7903 Edward K. Eisler February 5, 2009 1,871 94.0685 Elisha Wiesel February 5, 2009 5,000 92.0992 Elisha Wiesel February 5, 2009 5,000 93.7156 Frederick Towfigh February 5, 2009 479 90.0000 James V. Covello February 5, 2009 2,585 92.7283 Jean Raby February 5, 2009 500 94.0500 John A. Mahoney February 5, 2009 2,500 93.5604 John A. Sebastian February 5, 2009 7,500 93.6089 John J. Vaske February 5, 2009 5,000 93.0596 John S. Willian February 5, 2009 5,000 92.4047 John W. McMahon February 5, 2009 10,000 93.9172 Katinka I. Domotorffy February 5, 2009 1,000 92.6090 Morgan C. Sze February 5, 2009 5,000 93.1154 Neil J. Wright February 5, 2009 4,000 93.1078 Nicholas F. Burgin February 5, 2009 3,000 90.5000 Pablo J. Salame February 5, 2009 10,000 93.7740 Paul J. Huchro February 5, 2009 3,000 91.4780 Paula B. Madoff February 5, 2009 1,000 92.8950 Paula B. Madoff February 5, 2009 1,000 93.0000 Peter H. Comisar February 5, 2009 500 88.5880 Peter K. Tomozawa February 5, 2009 1,000 92.0000 Peter K. Tomozawa February 5, 2009 1,000 93.0000 Puneet Malhi February 5, 2009 1,000 89.9500 Raymond J. Iwanowski February 5, 2009 5,000 92.5462 Robert R. Gheewalla February 5, 2009 2,500 93.8972 Rumiko Hasegawa February 5, 2009 1,000 91.0000 Stacy Bash-Polley February 5, 2009 1,786 94.1459 Stephen M. Scherr February 5, 2009 1,500 90.0000 Steve M. Scopellite February 5, 2009 5,000 94.0000 Timothy J. Ingrassia February 5, 2009 10,000 92.7937 Wolfgang Fink February 5, 2009 1,000 90.0000 Brian J. Lee February 6, 2009 100 95.2600 Brian J. Lee February 6, 2009 200 95.2600 Brian J. Lee February 6, 2009 300 95.2900 Brian J. Lee February 6, 2009 100 95.2900 Brian J. Lee February 6, 2009 200 95.2900 Brian J. Lee February 6, 2009 100 95.2900 Christopher M. Barter February 6, 2009 12,018 95.6113 David B. Heller February 6, 2009 8,520 95.8443 Edward M. Siskind February 6, 2009 6,000 96.0338 Edward M. Siskind February 6, 2009 20,431 96.0338
-30-
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $) - ----------------------------- ------------------ ---------------- ---------------------- Edward M. Siskind February 6, 2009 13,569 96.0338 Elisha Wiesel February 6, 2009 14,000 94.5714 Elizabeth E. Beshel February 6, 2009 100 94.8100 Elizabeth E. Beshel February 6, 2009 300 94.8100 Elizabeth E. Beshel February 6, 2009 100 94.8300 Eric S. Lane February 6, 2009 496 94.7440 Frank L. Coulson, Jr. February 6, 2009 2,000 95.5000 Frederick Towfigh February 6, 2009 500 95.0000 Gavin G. O'Connor February 6, 2009 1,655 94.8936 George N. Mattson February 6, 2009 3,426 95.2890 Glenn P. Earle February 6, 2009 18,354 94.6822 Heather K. Shemilt February 6, 2009 2,000 94.5000 Jeffrey M. Moslow February 6, 2009 7,216 94.6979 John A. Sebastian February 6, 2009 7,227 95.5140 John J. Rafter February 6, 2009 4,614 96.2658 John J. Rafter February 6, 2009 22,009 96.2658 Leslie A. Biddle February 6, 2009 2,000 95.0000 Marshall Smith February 6, 2009 500 96.2600 Marshall Smith February 6, 2009 200 96.2700 Marshall Smith February 6, 2009 155 96.3000 Marshall Smith February 6, 2009 100 96.3000 Marshall Smith February 6, 2009 100 96.3100 Michael L. Dweck February 6, 2009 1,000 95.2540 Nicholas F. Burgin February 6, 2009 2,500 94.7500 Pablo J. Salame February 6, 2009 10,000 95.0000 Paula B. Madoff February 6, 2009 500 96.0000 Puneet Malhi February 6, 2009 223 95.5000 Puneet Malhi February 6, 2009 150 96.0000 Puneet Malhi February 6, 2009 100 96.0000 Raymond J. Iwanowski February 6, 2009 3,000 95.2013 Robert D. Henderson February 6, 2009 16,891 95.0000 Robin A. Vince February 6, 2009 194 94.5500 Robin A. Vince February 6, 2009 100 94.5500 Robin A. Vince February 6, 2009 100 94.5500 Robin A. Vince February 6, 2009 100 94.5500 Robin A. Vince February 6, 2009 200 94.5500 Robin A. Vince February 6, 2009 177 95.7400 Robin A. Vince February 6, 2009 300 95.7400 Robin A. Vince February 6, 2009 200 95.7400 Rumiko Hasegawa February 6, 2009 1,500 95.0000 Simon I. Mansfield February 6, 2009 20,000 96.0085 Takashi Murata February 6, 2009 8,000 94.4000 Wolfgang Fink February 6, 2009 1,500 95.0000 Anne F. Brennan February 9, 2009 2,100 97.2290 Bernard A. Mensah February 9, 2009 1,500 97.1753 Edward K. Eisler February 9, 2009 2,000 96.0000 Frank L. Coulson, Jr. February 9, 2009 1,700 97.9988 Frank L. Coulson, Jr. February 9, 2009 2,000 98.0065 Frank L. Coulson, Jr. February 9, 2009 300 98.0500 Jane P. Chwick February 9, 2009 1,000 97.4400 John A. Mahoney February 9, 2009 1,000 96.0000 Katsunori Sago February 9, 2009 5,000 97.8900 Kenneth W. Hitchner February 9, 2009 17,775 98.0000 Lora J. Price February 9, 2009 1,700 97.2382
-31-
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $) - ----------------------------- ------------------ ---------------- ---------------------- Nicholas F. Burgin February 9, 2009 2,500 97.7500 Pablo J. Salame February 9, 2009 10,000 98.0000 Patrick M. Street February 9, 2009 400 97.7100 Patrick M. Street February 9, 2009 2,500 97.7200 Patrick M. Street February 9, 2009 700 97.7300 Patrick M. Street February 9, 2009 900 97.7400 Patrick M. Street February 9, 2009 600 97.7500 Patrick M. Street February 9, 2009 100 97.7600 Patrick M. Street February 9, 2009 100 97.7700 Patrick M. Street February 9, 2009 300 97.7800 Patrick M. Street February 9, 2009 600 97.7900 Patrick M. Street February 9, 2009 1,200 97.8200 Patrick M. Street February 9, 2009 100 97.8300 Paul D. Scialla February 9, 2009 100 96.0700 Paul D. Scialla February 9, 2009 100 96.1000 Paul D. Scialla February 9, 2009 100 96.1000 Paul D. Scialla February 9, 2009 150 96.1000 Paul D. Scialla February 9, 2009 200 96.1000 Paul D. Scialla February 9, 2009 100 96.1100 Peter K. Tomozawa February 9, 2009 1,000 98.3300 Puneet Malhi February 9, 2009 250 98.0500 Raymond J. Iwanowski February 9, 2009 5,000 97.5128 Rebecca M. Shaghalian February 9, 2009 100 97.5000 Rebecca M. Shaghalian February 9, 2009 150 97.5000 Rebecca M. Shaghalian February 9, 2009 150 97.5000 Rebecca M. Shaghalian February 9, 2009 100 97.9100 Thomas D. Teles February 9, 2009 2,500 97.3224 Timothy J. Ingrassia February 9, 2009 10,000 98.0565 Morgan C. Sze February 10, 2009 5,464 90.4014 Oliver R. Bolitho February 10, 2009 5,000 96.5600 Paul D. Scialla February 10, 2009 200 97.2500 Paul D. Scialla February 10, 2009 100 97.2700 Paul D. Scialla February 10, 2009 100 97.2700 Paul D. Scialla February 10, 2009 100 97.2700 Thomas D. Teles February 10, 2009 268 91.0649 Devesh P. Shah February 11, 2009 1,660 94.2342 Gary T. Giglio February 11, 2009 1,000 92.1010 Robert R. Gheewalla February 11, 2009 1,600 92.3250 Stephen P. Hickey February 11, 2009 876 93.7954 Allan S. Marson February 12, 2009 3,000 92.5300 Peter K. Tomozawa February 12, 2009 1,000 95.0000 Charlotte P. Ransom February 13, 2009 10,000 96.1050 Dorothee Blessing February 13, 2009 2,000 94.9000 Gregg A. Gonsalves February 13, 2009 8,500 97.7382 Heather K. Shemilt February 13, 2009 2,000 97.0295 James B. Clark February 13, 2009 8,526 97.4273 Jason G. Cahilly February 13, 2009 100 97.0000 Jason G. Cahilly February 13, 2009 100 97.0000 Jason G. Cahilly February 13, 2009 200 97.0000 Jason G. Cahilly February 13, 2009 200 97.0000 Jason G. Cahilly February 13, 2009 200 97.0000 Jason G. Cahilly February 13, 2009 427 97.0000 John J. Vaske February 13, 2009 5,000 96.7558 Jonathan A. Beinner February 13, 2009 5,280 96.4877
-32-
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $) - ----------------------------- ------------------ ---------------- ---------------------- Justin G. Gmelich February 13, 2009 2,500 96.5404 Katinka I. Domotorffy February 13, 2009 382 95.0000 Kaysie P. Uniacke February 13, 2009 4,323 96.7419 Kenneth M. Eberts III February 13, 2009 10,000 96.7028 Kevin S. Gasvoda February 13, 2009 1,100 95.9564 Krishna S. Rao February 13, 2009 5,685 95.5447 Laurence Stein February 13, 2009 700 97.2857 Luca D. Ferrari February 13, 2009 885 96.1792 Michael P. Esposito February 13, 2009 6,785 95.4172 Peter K. Tomozawa February 13, 2009 1,000 97.4000 Ram K. Sundaram February 13, 2009 3,000 96.7540 Robert R. Gheewalla February 13, 2009 2,000 96.4275 Robin A. Vince February 13, 2009 177 97.2500 Robin A. Vince February 13, 2009 500 97.2500 Robin A. Vince February 13, 2009 200 97.3500 Robin A. Vince February 13, 2009 494 97.3500 Sara E. Recktenwald February 13, 2009 6,000 95.5860 Sheila H. Patel February 13, 2009 1,122 97.4027 Thomas D. Teles February 13, 2009 2,392 96.6111 Todd W. Leland February 13, 2009 1,908 94.9000 William C. Montgomery February 13, 2009 10,022 95.1214
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 TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $) - ----------------------------- ------------------ ---------------- ---------------------- Philip Holzer December 29, 2008 10,000 75.9145 David A. Lehman January 20, 2009 100 60.9700 David A. Lehman January 20, 2009 100 60.9800 David A. Lehman January 20, 2009 800 60.9800 David A. Lehman January 20, 2009 1,000 60.9800 David A. Lehman January 20, 2009 1,000 61.0700 David A. Lehman January 20, 2009 100 61.2400 David A. Lehman January 20, 2009 100 61.2500 David A. Lehman January 20, 2009 100 61.2500 David A. Lehman January 20, 2009 100 61.2500 David A. Lehman January 20, 2009 100 61.2500 David A. Lehman January 20, 2009 100 61.2500 David A. Lehman January 20, 2009 100 61.2600 David A. Lehman January 20, 2009 100 61.2600 David A. Lehman January 20, 2009 100 61.2700 David A. Lehman January 20, 2009 100 61.2800 Edward K. Eisler January 20, 2009 4,000 60.3213 Edward K. Eisler January 20, 2009 4,000 62.5824 Edward K. Eisler January 20, 2009 4,000 63.1553 Edward K. Eisler January 20, 2009 3,000 64.3500 Edward K. Eisler January 20, 2009 3,000 65.4921 Edward K. Eisler January 21, 2009 4,605 64.5254 Edward K. Eisler January 21, 2009 5,000 66.0622 Edward K. Eisler January 21, 2009 5,000 66.5186 Edward K. Eisler January 21, 2009 5,000 66.7406 Edward K. Eisler January 21, 2009 5,000 67.7318 Neil J. Wright January 26, 2009 7,320 76.6216 Michael S. Sherwood February 3, 2009 45,000 81.3574
-33- 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 or through one or more subsidiaries of GS Inc. for cash on the New York Stock Exchange:
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $) - ----------------------------- ------------------ ---------------- ---------------------- Bruce A. Heyman January 13, 2009 16,070 75.3617 David G. Shell January 13, 2009 4,691 74.0000 Jeffrey P. Nedelman January 13, 2009 9,762 76.8131 Jon A. Woodruff January 13, 2009 5,000 75.7056 Jon A. Woodruff January 13, 2009 2,000 76.3660 Jon A. Woodruff January 13, 2009 2,000 77.6557 Ryan D. Limaye January 13, 2009 4,000 77.0630 David M. Ryan January 21, 2009 4,000 65.0203 Joseph P. DiSabato January 23, 2009 1,000 73.4640 Ryan D. Limaye January 26, 2009 4,000 77.3985 Jeffrey P. Nedelman January 27, 2009 2,627 78.6110 Joseph P. DiSabato January 27, 2009 1,500 76.7977 Ryan D. Limaye January 27, 2009 4,000 77.9315 Bruce A. Heyman January 28, 2009 1,761 87.4326 David G. Shell January 28, 2009 4,691 87.0249 David M. Ryan January 28, 2009 3,000 83.5253 Jon A. Woodruff January 28, 2009 2,394 85.7865 Jon A. Woodruff January 28, 2009 2,000 87.4510 Joseph P. DiSabato January 28, 2009 1,500 85.7140 Joseph P. DiSabato January 28, 2009 1,500 85.7140 Ryan D. Limaye January 28, 2009 4,864 86.3301 David M. Ryan January 30, 2009 4,000 82.0460 David M. Ryan January 30, 2009 4,000 83.0000 Joseph P. DiSabato January 30, 2009 1,000 83.2940 Jon A. Woodruff February 4, 2009 1,195 87.8426 Joseph P. DiSabato February 4, 2009 1,385 88.0973 Jon A. Woodruff February 5, 2009 1,195 90.0000 Andrew M. Gordon February 6, 2009 5,454 96.0502 George C. Lee II February 6, 2009 5,000 94.7604 Wassim G. Younan February 13, 2009 20,000 97.0569
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:
NUMBER STRIKE SALES NUMBER NUMBER OF PRICE PRICE OF SHARES OF SHARES COVERED PERSON DATE OF EXERCISE OPTIONS (IN $) (IN $) SOLD RETAINED - ------------------------ ------------------ ------- ------ ------- --------- --------- Scott A. Romanoff December 18, 2008 8,148 53.00 79.4099 8,148 0 Jean Raby December 19, 2008 1,000 53.00 78.2020 1,000 0 John A. Ashdown January 2, 2009 2,500 53.00 84.0000 2,500 0 John A. Ashdown January 8, 2009 3,000 53.00 84.2500 3,000 0 John A. Ashdown January 9, 2009 3,000 53.00 83.8783 3,000 0 Daisuke Toki January 9, 2009 3,000 53.00 86.1000 3,000 0 Daisuke Toki January 16, 2009 2,000 53.00 75.5900 2,000 0 Stephen R. Pierce January 23, 2009 10,000 53.00 74.9093 10,000 0 Alan S. Kava January 28, 2009 4,883 53.00 87.7199 4,883 0 Gwen R. Libstag January 28, 2009 10,772 53.00 86.0000 8,287 2,485
-34-
NUMBER STRIKE SALES NUMBER NUMBER OF PRICE PRICE OF SHARES OF SHARES COVERED PERSON DATE OF EXERCISE OPTIONS (IN $) (IN $) SOLD RETAINED - ------------------------ ------------------ ------- ------ ------- --------- --------- Jean Raby January 28, 2009 500 53.00 86.0300 500 0 Douglas L. Feagin January 29, 2009 200 53.00 85.1200 200 0 Douglas L. Feagin January 30, 2009 800 53.00 82.4000 800 0 Andrew F. Wilson February 2, 2009 10,000 53.00 82.0000 10,000 0 Shahriar Tadjbakhsh* February 3, 2009 27,888 53.00 82.1500 0 27,888 John A. Ashdown February 4, 2009 6,622 53.00 88.9023 6,622 0 Jean Raby February 4, 2009 500 53.00 88.2000 500 0 Philip S. Armstrong February 6, 2009 2,656 53.00 94.7308 2,656 0 Elizabeth C. Fascitelli February 6, 2009 29,459 53.00 95.1675 29,459 0 Douglas L. Feagin February 6, 2009 500 53.00 92.9200 500 0 Douglas L. Feagin February 6, 2009 500 53.00 94.1000 500 0 Gwen R. Libstag February 6, 2009 10,000 53.00 95.0000 7,770 2,230 Mitchell J. Lieberman February 6, 2009 5,000 53.00 95.0000 5,000 0 John J. McCabe February 9, 2009 500 53.00 97.2500 500 0 Christopher A. Cole February 10, 2009 2,000 82.875 96.0000 2,000 0 Deborah R. Leone February 11, 2009 276 53.00 92.9200 276 0 Hughes B. Lepic* February 12, 2009 33,668 53.00 93.8400 0 0 Hughes B. Lepic February 12, 2009 36,163 53.00 96.0000 26,630 9,533 Andrew F. Wilson February 12, 2009 5,000 53.00 95.0000 5,000 0 Gwen R. Libstag February 13, 2009 5,000 53.00 97.0000 3,820 1,180 John J. McCabe February 13, 2009 500 53.00 97.8500 500 0 Stephen R. Pierce February 13, 2009 11,000 53.00 96.5000 11,000 0
* This transaction was a cash-for-stock exercise, not a cashless exercise, and did not involve the sale of stock. As of February 13, 2009, Mr. Lepic's transaction had not yet settled. The following charitable contributions and other transfers of shares in transactions for which no consideration was received were made by the following Covered Persons:
ACQUISITION OR COVERED PERSON TRANSFER DATE NUMBER OF SHARES DISPOSITION - ------------------------ ----------------- ---------------- -------------- Simon P. Morris December 17, 2008 13,728 Disposition Pierre-Henri Flamand January 13, 2009 107,064 Disposition Margaret J. Holen January 13, 2009 2,656 Acquisition Esta E. Stecher January 14, 2009 8,607 Disposition Simon P. Morris January 15, 2009 29,162 Disposition John J. McCabe January 16, 2009 4,060 Disposition Sanggyun Ahn January 16, 2009 9,381 Disposition Dioscoro-Roy I. Ramos January 20, 2009 4,413 Disposition Paul D. Bernard January 20, 2009 724 Acquisition Elizabeth E. Beshel January 23, 2009 3,006 Disposition Dimitrios Kavvathas January 29, 2009 9,468 Disposition Isabelle Ealet January 29, 2009 12,000 Disposition Martin Hintze February 2, 2009 1,800 Disposition Martin Hintze February 5, 2009 1,601 Disposition Sanjeev K. Mehra February 6, 2009 8,900 Disposition Jonathan J. Hall February 9, 2009 17,078 Disposition Martin Hintze February 9, 2009 900 Disposition
-35- The Covered Persons listed below participate in the Common Stock fund of The Goldman Sachs 401(k) Plan. These Covered Persons acquired interests in the Common Stock fund representing the number of Other Shares set forth below:
PRICE PER COVERED PERSON TRANSACTION DATE NUMBER OF SHARES SHARE (IN $) - ------------------------ ----------------- ---------------- ------------ Peter K. Tomozawa November 14, 2008 2 66.73 Peter K. Tomozawa November 28, 2008 2 78.99 Peter K. Tomozawa December 15, 2008 2 66.46 Peter K. Tomozawa December 31, 2008 2 84.39 Peter K. Tomozawa January 15, 2009 2 73.83 Peter K. Tomozawa January 30, 2009 25 80.73 Peter K. Tomozawa February 13, 2009 2 96.45
-36- ANNEX F ITEM 6. DESCRIPTION OF POSITIONS IN DERIVATIVE INSTRUMENTS OF COVERED PERSONS OR REPORTING ENTITIES. The following Covered Persons or Reporting Entities have written or purchased American-style standardized call options or put options on Voting Shares with the following terms:
INSTRUMENT NUMBER OF STRIKE PRICE COVERED PERSON AND POSITION SHARES (IN $) TRANSACTION DATE MATURITY DATE - ------------------------ ------------- --------- ------------ ------------------ ----------------- Michael J. Graziano Call Written 4,000 155 September 25, 2008 April 18, 2009 Gary T. Giglio Put Written 4,000 80 October 10, 2008 January 16, 2010 Jeffrey M. Moslow Call Written 9,000 90 December 18, 2008 April 18, 2009 Byron D. Trott Call Written 10,000 115 January 6, 2009 April 18, 2009 Peter K. Tomozawa Call Written 1,000 95 January 6, 2009 February 21, 2009 David H. Voon Call Written 5,000 80 January 13, 2009 April 18, 2009 Gavin Simms Call Written 4,000 80 January 13, 2009 April 18, 2009 Marc O. Nachmann Call Written 1,500 90 January 14, 2009 April 18, 2009 David H. Voon Call Written 5,000 80 January 15, 2009 February 21, 2009 L. Peter O'Hagan Call Written 20,000 75 January 15, 2009 April 18, 2009 C. Howard Wietschner Call Written 500 75 January 16, 2009 February 21, 2009 C. Howard Wietschner Call Written 1,000 80 January 16, 2009 February 21, 2009 David J. Greenwald Call Written 1,000 90 January 16, 2009 January 16, 2010 Laura C. Conigliaro Call Written 5,000 100 January 16, 2009 January 16, 2010 David H. Voon Call Written 10,000 65 January 21, 2009 March 21, 2009 David H. Voon Call Written 5,000 75 January 21, 2009 July 18, 2009 David H. Voon Call Written 200 95 January 21, 2009 July 18, 2009 Jeffrey A. Resnick Call Written 10,000 65 January 21, 2009 April 18, 2009 Jeffrey A. Resnick Put Written 5,000 65 January 21, 2009 April 18, 2009 Paul M. Russo Call Written 5,000 65 January 21, 2009 February 21, 2009 Paul M. Russo Call Written 5,000 70 January 21, 2009 February 21, 2009 Paul M. Russo Call Written 5,000 85 January 21, 2009 February 21, 2009 L. Peter O'Hagan Call Written 10,000 85 January 22, 2009 April 18, 2009 Leslie A. Biddle Call Written 2,000 85 January 22, 2009 April 18, 2009 C. Howard Wietschner Call Written 500 75 January 26, 2009 March 21, 2009 David J. Greenwald Call Written 2,500 70 January 26, 2009 April 18, 2009 David J. Greenwald Call Written 2,500 80 January 26, 2009 April 18, 2009 Jeffrey A. Resnick Call Written 20,000 80 January 26, 2009 April 18, 2009 Kathleen G. Elsesser Call Written 4,500 85 January 26, 2009 April 18, 2009 Michael J. Millette Call Written 2,400 90 January 26, 2009 July 18, 2009 Peter H. Comisar Call Written 1,000 75 January 26, 2009 April 18, 2009 Scott A. Romanoff Call Written 3,000 95 January 26, 2009 April 18, 2009 C. Howard Wietschner Call Written 200 85 January 27, 2009 March 21, 2009 Gregory A. Agran Call Written 15,000 80 January 27, 2009 April 18, 2009 Jeffrey A. Resnick Call Written 2,500 75 January 27, 2009 April 18, 2009 Jeffrey A. Resnick Put Written 2,500 75 January 27, 2009 April 18, 2009 Jeffrey A. Resnick Call Written 5,000 85 January 27, 2009 April 18, 2009 Joseph Ravitch Call Written 5,500 90 January 27, 2009 April 18, 2009 Kenneth A. Pontarelli Call Written 5,000 125 January 27, 2009 January 16, 2010 Robert J. Sweeney Call Written 3,000 95 January 27, 2009 July 18, 2009 Stephen Branton-Speak Call Written 6,900 70 January 27, 2009 March 21, 2009 Stephen Branton-Speak Call Written 6,000 80 January 27, 2009 March 21, 2009 C. Howard Wietschner Call Written 600 80 January 28, 2009 March 21, 2009
-37-
INSTRUMENT NUMBER OF STRIKE PRICE COVERED PERSON AND POSITION SHARES (IN $) TRANSACTION DATE MATURITY DATE - ------------------------ ------------- --------- ------------ ------------------ ----------------- Clare R. Scherrer Call Written 5,000 90 January 28, 2009 April 18, 2009 Edward G. Hadden Call Written 8,600 85 January 28, 2009 April 18, 2009 Edward G. Hadden Call Written 4,500 125 January 28, 2009 April 18, 2009 Gavin Simms Call Written 2,000 85 January 28, 2009 April 18, 2009 Howard B. Schiller Call Written 20,000 100 January 28, 2009 April 18, 2009 Jeffrey A. Resnick Call Written 5,000 90 January 28, 2009 April 18, 2009 Jeffrey M. Tomasi Call Written 2,000 90 January 28, 2009 July 18, 2009 Kevin S. Gasvoda Call Written 3,000 100 January 28, 2009 July 18, 2009 Luca D. Ferrari Call Written 5,200 95 January 28, 2009 April 18, 2009 Michael E. Koester Call Written 2,000 90 January 28, 2009 July 18, 2009 Nicholas F. Burgin Call Written 3,000 80 January 28, 2009 April 18, 2009 Paul M. Russo Call Written 5,000 80 January 28, 2009 April 18, 2009 Paul M. Russo Call Written 5,000 85 January 28, 2009 April 18, 2009 Peter C. Aberg Call Written 1,000 125 January 28, 2009 January 16, 2010 Peter C. Aberg Call Written 1,000 150 January 28, 2009 January 22, 2011 Peter C. Aberg Call Written 1,000 160 January 28, 2009 January 22, 2011 Richard M. Ruzika Call Written 30,000 90 January 28, 2009 April 18, 2009 Richard M. Ruzika Call Written 30,000 100 January 28, 2009 July 18, 2009 Robert A. McTamaney Call Written 27,100 90 January 28, 2009 March 21, 2009 Simon Dingemans Call Written 20,000 95 January 28, 2009 March 21, 2009 Stephen D. Daniel Call Written 5,000 90 January 28, 2009 April 18, 2009 Susan A. Willetts Call Written 5,000 100 January 28, 2009 July 18, 2009 Theodore T. Wang Call Written 3,000 80 January 28, 2009 March 21, 2009 Theodore T. Wang Call Written 10,000 90 January 28, 2009 July 18, 2009 Vishal Gupta Put Purchased 15,000 85 January 28, 2009 April 18, 2009 Christopher G. French Call Written 5,000 90 January 29, 2009 March 21, 2009 Christopher G. French Call Written 5,000 95 January 29, 2009 March 21, 2009 Joseph Ravitch Call Written 5,600 95 January 29, 2009 April 18, 2009 Kevin S. Gasvoda Call Written 1,500 105 January 29, 2009 July 18, 2009 C. Howard Wietschner Call Written 800 65 January 30, 2009 March 21, 2009 C. Howard Wietschner Call Written 1,600 70 February 2, 2009 March 21, 2009 Nicholas F. Burgin Call Written 2,000 85 February 2, 2009 April 18, 2009 Peter C. Aberg Call Written 12,000 130 February 2, 2009 January 22, 2011 Peter C. Aberg Call Written 8,000 140 February 2, 2009 January 22, 2011 Richard A. Kimball, Jr. Call Written 12,000 95 February 2, 2009 July 18, 2009 C. Howard Wietschner Call Written 500 90 February 4, 2009 March 21, 2009 David B. Heller Call Written 25,000 60 February 4, 2009 April 18, 2009 Eric S. Lane Call Written 5,000 90 February 4, 2009 April 18, 2009 Ivan Ross Call Written 2,000 100 February 4, 2009 April 18, 2009 Jean Raby Call Written 2,000 100 February 4, 2009 April 18, 2009 Larry M. Kellerman Call Written 4,000 110 February 4, 2009 July 18, 2009 Larry M. Kellerman Call Written 2,000 115 February 4, 2009 July 18, 2009 Michael Rimland Call Written 10,000 105 February 4, 2009 July 18, 2009 Nicholas F. Burgin Call Written 2,000 90 February 4, 2009 April 18, 2009 Paul M. Russo Call Written 5,000 95 February 4, 2009 April 18, 2009 Peter A. Seccia Call Written 7,500 100 February 4, 2009 March 21, 2009 W. Thomas York, Jr. Call Written 2,000 105 February 4, 2009 April 18, 2009 David J. Greenwald Call Written 2,000 100 February 5, 2009 January 16, 2010 Edward G. Hadden Call Written 2,800 150 February 5, 2009 July 18, 2009 Jeffrey B. Goldenberg Call Written 5,000 95 February 5, 2009 April 18, 2009 John S. Daly Call Written 10,000 135 February 5, 2009 January 16, 2010 Kevin S. Gasvoda Call Written 1,000 115 February 5, 2009 July 18, 2009
-38-
INSTRUMENT NUMBER OF STRIKE PRICE COVERED PERSON AND POSITION SHARES (IN $) TRANSACTION DATE MATURITY DATE - ------------------------ ------------- --------- ------------ ------------------ ----------------- Mark F. Dehnert Call Written 18,500 120 February 5, 2009 March 21, 2009 Maykin Ho Call Written 15,000 110 February 5, 2009 April 18, 2009 Nicholas F. Burgin Call Written 2,000 95 February 5, 2009 April 18, 2009 Peter H. Comisar Call Written 1,000 90 February 5, 2009 April 18, 2009 Ravi Sinha Call Written 10,000 90 February 5, 2009 March 21, 2009 W. Thomas York, Jr. Call Written 2,000 100 February 5, 2009 March 21, 2009 W. Thomas York, Jr. Call Written 2,000 110 February 5, 2009 April 18, 2009 Alison J. Mass Call Written 35,000 100 February 6, 2009 April 18, 2009 Christopher A. Cole Call Written 10,000 120 February 6, 2009 July 18, 2009 George N. Mattson Call Written 10,000 110 February 6, 2009 March 21, 2009 George N. Mattson Call Written 10,000 120 February 6, 2009 April 18, 2009 Gregory A. Agran Call Written 10,000 105 February 6, 2009 April 18, 2009 Jeffrey M. Moslow Call Written 10,000 100 February 6, 2009 April 18, 2009 Justin G. Gmelich Call Written 10,000 110 February 6, 2009 March 21, 2009 Michael J. Swenson Call Written 5,000 105 February 6, 2009 July 18, 2009 Paul M. Russo Call Written 5,000 100 February 6, 2009 April 18, 2009 Paul M. Young Call Written 10,000 100 February 6, 2009 April 18, 2009 Richard H. Powers Call Written 10,000 105 February 6, 2009 April 18, 2009 Todd G. Owens Call Written 1,000 110 February 6, 2009 April 18, 2009 Todd G. Owens Call Written 1,000 120 February 6, 2009 July 18, 2009 David M. Ryan* Call Written 10,000 110 February 9, 2009 April 18, 2009 Jack Levy Call Written 25,000 115 February 9, 2009 January 16, 2010 Jack Levy Call Written 75,000 130 February 9, 2009 January 16, 2010 Milton R. Berlinski Put Written 72,600 60 February 9, 2009 July 18, 2009 Milton R. Berlinski Call Written 72,600 110 February 9, 2009 July 18, 2009 Lik Shuen David Chan Call Written 27,500 95 February 10, 2009 April 18, 2009 Simon I. Mansfield Call Written 15,000 110 February 10, 2009 April 18, 2009 C. Howard Wietschner Call Written 300 100 February 11, 2009 March 21, 2009 Marc O. Nachmann Call Written 1,500 105 February 11, 2009 March 21, 2009 Peter K. Tomozawa Call Written 5,000 100 February 11, 2009 March 21, 2009 Marc O. Nachmann Call Written 3,000 120 February 12, 2009 April 18, 2009 Marc O. Nachmann Call Written 1,500 120 February 12, 2009 March 21, 2009 Thomas J. Kenny Call Written 7,600 90 February 12, 2009 January 16, 2010 Ivan Ross Call Written 1,500 110 February 13, 2009 July 18, 2009 Ivan Ross Call Written 500 115 February 13, 2009 July 18, 2009 John E. Waldron Call Written 3,300 115 February 13, 2009 July 18, 2009 John E. Waldron Call Written 3,300 120 February 13, 2009 July 18, 2009 John E. Waldron Call Written 3,400 125 February 13, 2009 July 18, 2009 Joseph Ravitch Call Written 13,200 95 February 13, 2009 July 18, 2009 Larry M. Kellerman Call Written 9,000 120 February 13, 2009 July 18, 2009 Michael L. Dweck Call Written 5,000 115 February 13, 2009 March 21, 2009 Nicholas F. Burgin Call Written 2,500 95 February 13, 2009 March 21, 2009
* This transaction was conducted through an estate planning entity and relates to Other Shares. -39- SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 25, 2009 By: /s/ Beverly L. O'Toole ------------------------------------ Name: Beverly L. O'Toole Title: Attorney-in-Fact -40- 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. 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)). F. 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)). G. 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)). H. 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)). I. 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)). J. 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.). K. 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.). L. 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)). M. 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.). N. 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)). O. Form of Letter Agreement, dated September 28, 2008, between certain Covered Persons and The Goldman Sachs Group, Inc. (incorporated by reference to Exhibit O to Amendment No. 71 to the Initial Schedule 13D, filed October 1, 2008 (File No. 005-56295)).
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