0001193125-12-492294.txt : 20121205
0001193125-12-492294.hdr.sgml : 20121205
20121205172024
ACCESSION NUMBER: 0001193125-12-492294
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20121205
DATE AS OF CHANGE: 20121205
GROUP MEMBERS: GROUP MEMBERS LISTED IN FILING
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC
CENTRAL INDEX KEY: 0000886982
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
IRS NUMBER: 134019460
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-56295
FILM NUMBER: 121244209
BUSINESS ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
BUSINESS PHONE: 2129021000
MAIL ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
FORMER COMPANY:
FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/
DATE OF NAME CHANGE: 20010104
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC
CENTRAL INDEX KEY: 0000886982
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
IRS NUMBER: 134019460
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
BUSINESS PHONE: 2129021000
MAIL ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
FORMER COMPANY:
FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/
DATE OF NAME CHANGE: 20010104
SC 13D/A
1
d449306dsc13da.txt
AMENDMENT NO. 82 TO SCHEDULE 13D
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
File No. 005-56295
-----------------
SCHEDULE 13D/A
(Rule 13d-101)
Amendment No. 82
-----------------
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.
200 West Street
New York, New York 10282
Telephone: (212) 902-1000
-----------------
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications)
November 25, 2012
-----------------
(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)
================================================================================
13D
-----------------------
CUSIP NO. 38141G 10 4
-----------------------
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 listed on Appendix A.)
SHARES 21,945,814 Voting Shares/2/ held by Covered Persons
BENEFICIALLY 12,489 Shared Ownership Shares held by Covered Persons/3/
OWNED BY 38,812,259 Sixty Day Shares held by Covered Persons/4/
EACH 3,124,784 Other Shares held by Covered Persons/5/
REPORTING
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
63,895,346
--------------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
--------------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.68%
--------------------------------------------------------------------------------------------------------------------------
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) 290,994 shares of Common Stock held by 18
private charitable foundations established by 18 Covered Persons; (ii)
2,830,322 shares of Common Stock held by certain family members of Covered
Persons and by certain estate planning entities established by Covered
Persons; and (iii) 3,468 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
Charles F. Adams
Nick S. Advani UK
Mark E. Agne
Gregory A. Agran
Raanan A. Agus
Philippe J. Altuzarra France
William D. Anderson, Jr.
Dalinc Ariburnu UK/Turkey
Philip S. Armstrong UK
Armen A. Avanessians
Dean C. Backer
Charles Baillie
Steven K. Barg
Scott B. Barringer
Steven M. Barry
Stacy Bash-Polley
Gareth W. Bater UK
Jonathan A. Beinner
Tracey E. Benford
Philip R. Berlinski Belgium/USA
Frances R. Bermanzohn
Stuart N. Bernstein
Robert A. Berry UK
Avanish R. Bhavsar
Lloyd C. Blankfein
Dorothee Blessing Germany
Vivek Bohra
Oliver R. Bolitho UK
Stefan R. Bollinger Switzerland
Johannes M. Boomaars The Netherlands
Robert D. Boroujerdi
Alison L. Bott UK
Patrick T. Boyle UK
Sally A. Boyle UK
Christoph M. Brand Germany
Stephen Branton-Speak UK
Anne F. Brennan
Samuel S. Britton
Craig W. Broderick
Torrey J. Browder
Jason M. Brown UK
Steven M. Bunson
Nicholas F. Burgin
Mary D. Byron
Richard M. Campbell-Breeden UK
Philippe L. Camu Belgium
Gerald J. Cardinale
Valentino D. Carlotti
Anthony H. Carpet
Michael J. Carr
Donald J. Casturo
Sonjoy Chatterjee India
R. Martin Chavez
Andrew A. Chisholm Canada
Steven N. Cho
David Chou UK
Thalia Chryssikou Greece
Jane P. Chwick
Abby Joseph Cohen
Alan M. Cohen
Gary D. Cohn
Christopher A. Cole
Colin Coleman South Africa
Denis P. Coleman III
William J. Conley, Jr.
Thomas G. Connolly Ireland/USA
Karen R. Cook UK
Edith W. Cooper
Kenneth W. Coquillette
Thomas W. Cornacchia
Henry Cornell
E. Gerald Corrigan
Cyril Cottu France
James V. Covello
Jeffrey R. Currie
John P. Curtin, Jr.
Michael D. Daffey Australia
John S. Daly Ireland
Stephen D. Daniel Canada
Michael G. De Lathauwer Belgium
Francois-Xavier de Mallmann France/Switzerland
Daniel L. Dees
Mark F. Dehnert
Massimo Della Ragione Italy
Alexander C. Dibelius Germany
Joseph P. DiSabato
Michele I. Docharty
Albert F. Dombrowski
Thomas M. Dowling
Donald J. Duet
Michael L. Dweck
Gordon E. Dyal
Isabelle Ealet France
Kenneth M. Eberts III
David P. Eisman
Jason H. Ekaireb UK
Charalampos Eliades Greece
-3-
ITEM 6
CITIZENSHIP
(UNITED STATES
ITEM 1 UNLESS OTHERWISE
NAMES OF REPORTING PERSONS INDICATED)
------------------------------------- -------------------------------------
Kathleen G. Elsesser
Peter C. Enns Canada
L. Brooks Entwistle
Christopher H. Eoyang
James P. Esposito
Michael P. Esposito
J. Michael Evans Canada
Carl Faker France/Lebanon
Elizabeth C. Fascitelli
Douglas L. Feagin
Stephan J. Feldgoise
Gregg J. Felton
Benjamin W. Ferguson
Wolfgang Fink Germany
Samuel W. Finkelstein
Elisabeth Fontenelli
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
Ramani Ganesh India
Gonzalo R. Garcia Chile
James R. Garman UK
Matthew R. Gibson
Gary T. Giglio
Michelle Gill
Justin G. Gmelich
Richard J. Gnodde Ireland/South Africa
Jeffrey B. Goldenberg
Andrew M. Gordon
Michael J. Graziano
Stefan Green Australia
David J. Greenwald
Michael J. Grimaldi
Peter Gross
Celeste A. Guth
Jonathan J. Hall UK
Dylan S. Halterlein
Elizabeth M. Hammack
Jan Hatzius Germany
Keith L. Hayes UK
Bruce A. Heyman
Martin Hintze Germany
Kenneth L. Hirsch
Kenneth W. Hitchner
Todd Hohman
Simon N. Holden UK
Margaret J. Holen
Dane E. Holmes
Philip Holzer Germany
Ning Hong China
Shin Horie Japan
James P. Houghton UK
Ronald Hua Taiwan/USA
Paul J. Huchro
Ming Yunn Stephanie Hui UK/Hong Kong
Hidehiro Imatsu Japan
Timothy J. Ingrassia
William L. Jacob III
Christian W. Johnston Australia
Andrew J. Jonas
Adrian M. Jones Ireland
Eric S. Jordan
Pierre-Emmanuel Y. Juillard France
Andrew J. Kaiser
Vijay M. Karnani India
James C. Katzman
Alan S. Kava
Dimitrios Kavvathas Greece
Christopher Keogh
Peter Kimpel Germany
Robert C. King, Jr.
Timothy M. Kingston
Hideki Kinuhata Japan
Shigeki Kiritani Japan
Michael E. Koester
Lee Guan Kelvin Koh Singapore
J. Christopher A. Kojima Canada/USA
Adam M. Korn
David J. Kostin
Jorg H. Kukies Germany
Eric S. Lane
Michiel P. Lap The Netherlands
Andre Laport Ribeiro Brazil
John J. Lauto
Brian J. Lee
George C. Lee
Gregory D. Lee Australia
Ronald Lee
Geoffery Y.A. Lee Malaysia
David A. Lehman
Tim Leissner Brazil/Germany
-4-
ITEM 6
CITIZENSHIP
(UNITED STATES
ITEM 1 UNLESS OTHERWISE
NAMES OF REPORTING PERSONS INDICATED)
------------------------------------- -------------------------------------
Todd W. Leland
Laurent Lellouche France
Gregg R. Lemkau
Deborah R. Leone
Eugene H. Leouzon France
John R. Levene UK
Allan S. Levine
Brian T. Levine
Jack Levy
Gwen R. Libstag
Leland Lim
Ryan D. Limaye
Hao Cheng Liu
Victor M. Lopez-Balboa
Antigone Loudiadis Greece/UK
David B. Ludwig
Peter J. Lyon
Paula B. Madoff
John A. Mahoney
Puneet Malhi UK
Raghav Maliah India
Matthew F. Mallgrave
David M. Marcinek
Alain Marcus
Alison J. Mass
Robert A. Mass
Kathy M. Matsui
Alastair J.C. Maxwell UK
John J. McCabe
Matthew B. McClure UK
Patrick S. McClymont
Dermot W. McDonogh Ireland
John J. McGuire, Jr.
John W. McMahon
James M. McMurdo Australia/UK
James A. McNamara
Richard P. McNeil Jamaica
Sanjeev K. Mehra
Avinash Mehrotra
Jonathan M. Meltzer
Bruce H. Mendelsohn
Anthony J. Miller Australia
Michael J. Millette
Milton R. Millman III
Christopher Milner UK
Christina P. Minnis
Peeyush Misra India
Bryan P. Mix
Masanori Mochida Japan
Timothy H. Moe Ireland
Philip J. Moffitt Australia
Atosa Moini Iran
Ricardo Mora
J. Ronald Morgan III
Simon P. Morris UK
Thomas C. Morrow
Sharmin Mossavar-Rahmani UK
Takashi Murata Japan
Arjun N. Murti
Marc O. Nachmann Germany/USA
Kenichi Nagasu Japan
Ezra Nahum France/USA
Jeffrey P. Nedelman
Anthony Noto
Gavin G. O'Connor
L. Peter O'Hagan Canada/USA
Brett A. Olsher UK/USA
Terence J. O'Neill UK
Timothy J. O'Neill
Peter C. Oppenheimer UK
Nigel M. O'Sullivan UK
Fumiko Ozawa Japan
Craig W. Packer
Gregory K. Palm
Konstantinos N. Pantazopoulos Greece
James R. Paradise UK
Sheila H. Patel
Nirubhan Pathmanabhan UK
Jonathan Mark Penkin UK/South Africa
Daniel P. Petrozzo
David B. Philip
Richard Phillips Australia
Stephen R. Pierce
Michelle H. Pinggera UK
Dhruv Piplani India
Kenneth A. Pontarelli
Ellen R. Porges
Dina Powell
Gilberto Pozzi Italy
Jean Raby Canada
Lorin P. Radtke
John J. Rafter Ireland
Sumit Rajpal India
Richard N. Ramsden UK
Sara E. Recktenwald
Andrew K. Rennie Australia/UK
James H. Reynolds France
Michael J. Richman
-5-
ITEM 6
CITIZENSHIP
(UNITED STATES
ITEM 1 UNLESS OTHERWISE
NAMES OF REPORTING PERSONS INDICATED)
------------------------------------- -------------------------------------
Stuart Riley UK
Michael Rimland
Luigi G. Rizzo Italy
Lora J. Robertson
Karl J. Robijns Belgium
Elizabeth A. Robinson
John F. W. Rogers
Scott A. Romanoff
Simon A. Rothery Australia
Peter C. Russell
Paul M. Russo
David C. Ryan
Katsunori Sago Japan
Ankur A. Sahu India
Guy E. Saidenberg France
Pablo J. Salame Ecuador
Julian Salisbury UK
Luke A. Sarsfield III
Susan J. Scher
Stephen M. Scherr
Clare R. Scherrer
Jeffrey W. Schroeder
Harvey M. Schwartz
Mark Schwartz
Paul D. Scialla
Peter E. Scialla
Stephen B. Scobie UK
Steven M. Scopellite
John A. Sebastian
Peter A. Seccia
Peter D. Selman UK
John C. Shaffer
Rebecca M. Shaghalian
Konstantin A. Shakhnovich Russia/USA
Lisa M. Shalett
Daniel M. Shefter
Heather K. Shemilt Canada
Magid N. Shenouda UK
Michael S. Sherwood UK
Suhail A. Sikhtian
Gavin Simms UK
Michael L. Simpson
Marshall Smith
Sarah E. Smith UK
David M. Solomon
Mark R. Sorrell UK
Theodore T. Sotir
Christoph W. Stanger Austria
Esta E. Stecher
Laurence Stein South Africa/USA
Carl Stern
John D. Storey Australia
Patrick M. Street UK
Steven H. Strongin
Ram K. Sundaram India
J. Richard Suth
Robert J. Sweeney
Michael J. Swenson
Gene T. Sykes
Patrick Tassin de Nonneville France
Megan M. Taylor
Teresa Teague
Thomas D. Teles
Pawan Tewari
Klaus B. Toft Denmark
Jeffrey M. Tomasi
Frederick Towfigh
Donald J. Truesdale
Kenro Tsutsumi Japan
Richard J. Tufft UK
Greg A. Tusar
Eiji Ueda Japan
Toshihiko Umetani Japan
Jonathan R. Vanica
Ashok Varadhan
John J. Vaske
Andrea Vella Italy
Philip J. Venables UK
Simone Verri Italy
Jeffrey L. Verschleiser
Robin A. Vince UK
David A. Viniar
Andrea A. Vittorelli Italy
Alejandro Vollbrechthausen Mexico
Daniel Wainstein Brazil
John E. Waldron
Paul Walker
Robert P. Wall
Theodore T. Wang China
Alasdair J. Warren UK
John S. Weinberg
Martin M. Werner Mexico
Matthew Westerman UK
Elisha Wiesel
David D. Wildermuth
John S. Willian
Andrew F. Wilson New Zealand
Dominic A. Wilson UK
-6-
ITEM 6
CITIZENSHIP
(UNITED STATES
ITEM 1 UNLESS OTHERWISE
NAMES OF REPORTING PERSONS INDICATED)
------------------------------------- -------------------------------------
Steve Windsor UK
Michael K. Wise
Martin Wiwen-Nilsson Sweden
Andrew E. Wolff
Jon A. Woodruff
Kent J. Wosepka
Neil J. Wright UK
Denise A. Wyllie UK
Chang-Po Yang China
Shinichi Yokote Japan
W. Thomas York, Jr.
Wassim G. Younan Lebanon/UK
Paul M. Young
Paolo Zannoni Italy
Xing Zhang China
Xudong Zhang China
Han Song Zhu China
-7-
REPORTING ENTITIES
ITEM 1 ITEM 6 NAME OF ESTABLISHING
NAME OF ENTITY TYPE OF ENTITY PLACE OF ORGANIZATION COVERED PERSON
------------------------------------- -------------- --------------------- ----------------------------
Anahue Limited Corporation Jersey Andrew A. Chisholm
Campbell-Breeden 2004 Settlement Trust UK Richard M. Campbell-Breeden
Drayton 2004 Settlement Trust UK Karen R. Cook
French 2004 Settlement Trust UK Christopher G. French
O'Neill 2004 Trust Trust UK Terence J. O'Neill
RJG Holding Company Corporation Cayman Islands Richard J. Gnodde
Sherwood 2004 Settlement Trust UK Michael S. Sherwood
Westerman 2004 Settlement Trust UK Matthew Westerman
-8-
This Amendment No. 82 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. 82 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 increased 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 200
West Street, New York, New York 10282.
ITEM 2. IDENTITY AND BACKGROUND
(a), (b), (c), (f) The cover page to this Schedule and Appendix A hereto
contain the names of the individuals ("Covered Persons") who are parties to an
Amended and Restated Shareholders' Agreement, originally dated as of May 7,
1999 and amended and restated effective as of January 22, 2010 (as amended from
time to time, the "Shareholders' Agreement"). This filing is being made on
behalf of all of the Covered Persons, and their agreement that this filing may
be so made is contained in the Shareholders' Agreement.
Appendix A hereto also provides the citizenship of each Covered Person. Each
Covered Person is a Participating Managing Director (as defined in Item 6
below) employed by GS Inc. or one of its affiliates. GS Inc. is a global
investment banking, securities and investment management firm. The business
address of each Covered Person for purposes of this Schedule is 200 West
Street, New York, New York 10282.
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") and Goldman Sachs & Partners Australia
Group Holdings Pty Ltd ("GS&PA") acquired certain shares of Common Stock in
exchange for their interests in Hull and GS&PA, respectively; and (iii) certain
Covered Persons have acquired and will acquire beneficial ownership of certain
shares of Common Stock in connection with GS Inc.'s initial public offering
and/or pursuant to GS Inc.'s employee compensation, benefit or similar plans.
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 or GS&PA, as applicable, and
through certain employee compensation, benefit or similar plans of GS Inc. The
Reporting Entities acquired shares of Common Stock as contributions or gifts
made by Covered Persons.
Covered Persons may from time to time acquire shares of Common Stock for
investment purposes. Except as described herein and in Annex C and except for
the acquisition by Covered Persons or their Reporting Entities of Common Stock
pursuant to employee compensation, benefit or similar plans of GS Inc. in the
future or as described above, none of the Covered Persons has any plans or
proposals which relate to or would result in the acquisition of additional
Common Stock by them or their Reporting Entities or any of the other events
described in Item 4(a) through 4(j).
Each Covered Person is expected to evaluate on an ongoing basis GS Inc.'s
financial condition and prospects and his or her interests in and with respect
to GS Inc. Accordingly, each Covered Person may change his or her plans and
intentions at any time and from time to time. In particular, each Covered
Person or Reporting Entity may at any time and from time to time acquire or
dispose of shares of Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Rows (11) and (13) of the cover page to this Schedule and Appendix A are
hereby incorporated by reference. Each Covered Person hereby disclaims
beneficial ownership of any shares of Common Stock held by any other Covered
Person. Except as described in Annex D, none of the shares of Common Stock
reported in rows (11) and (13) of the cover page to this Schedule and Appendix
A are shares as to which there is a right to acquire exercisable within 60 days.
(b) Rows (7) through (10) of the cover page to this Schedule set forth for
each Covered Person and Reporting Entity: the percentage range of Voting
Shares, Shared Ownership Shares, Sixty Day Shares and Other Shares (each as
defined on the cover page hereof) as to which there is sole power to vote or
direct the vote or to dispose or direct the disposition or shared power to vote
or direct the vote or to dispose or direct the disposition. The power to vote
Voting Shares by Covered Persons is shared with each other Covered Person, as
described below in response to Item 6. Each Covered Person hereby disclaims
beneficial ownership of any shares of Common Stock held by any other Covered
Person.
(c) Except as described in Annex E or previously reported on Schedule 13D,
no Covered Person or Reporting Entity has effected any transactions in Common
Stock in the 60 days preceding November 25, 2012.
(d), (e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Each Covered Person listed on the cover page to this Schedule and Appendix A
hereto is a party to the Shareholders' Agreement. The Shareholders' Agreement
and forms of the Counterparts to the Shareholders' Agreement are filed as
Exhibits to this Schedule, and the following summary of the terms of the
Shareholders' Agreement is qualified in its entirety by reference thereto.
References to the "board of directors" are to the board of directors of GS Inc.
The Covered Persons under the Shareholders' Agreement include all Managing
Directors of GS Inc. who participate in the GS Inc. Partner Compensation Plan
or Restricted Partner Compensation Plan (each as defined in the Shareholders'
Agreement) or any other employee benefit plan specified by the Shareholders'
Committee
-10-
described below under "Information Regarding the Shareholders' Committee" (the
"Participating Managing Directors").
The "Voting Shares" include all of the shares of Common Stock of which a
Covered Person (or, in approved cases, his or her spouse or domestic partner)
is the sole beneficial owner (excluding shares of Common Stock held by the
trust underlying The Goldman Sachs 401(k) Plan). The interest of a spouse or
domestic partner in a joint account, an economic interest of GS Inc. as
pledgee, and the interest of certain persons in 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); provided, that with respect to 2009 year-end equity awards granted in
accordance with the equity deferral table approved by the board of directors or
its Compensation Committee, such number shall equal 30% of the Covered Shares
relating thereto (the "General Transfer Restrictions"). 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 or, as applicable, by the Covered Person's spouse or
domestic partner are generally deemed to count toward the satisfaction of the
Transfer Restrictions.
For these purposes, "Covered Shares," with respect to a Covered Person, will
be recalculated each time the Covered Person receives Common Stock underlying
an award of restricted stock units, exercises a stock option (not including, in
each case, awards in connection with GS Inc.'s initial public offering) or
receives an award of restricted stock. The calculation of Covered Shares will
include the gross number of shares underlying such restricted stock units or
stock options or the gross number of shares of restricted stock, in each case
less (i) a number of shares determined by reference to tax rates specified by
the Shareholders' Committee and (ii) the number of shares necessary to cover
the option exercise price, if applicable (all as calculated pursuant to a
formula set out in the Shareholders' Agreement). The calculation of Covered
Shares will only take into account awards that occurred after the Covered
Person became a Participating Managing Director. The Shareholders' Committee
has the power to determine, and has determined from time to time in particular
situations, whether 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, 6,149,405 shares of Common Stock are subject to the Transfer
Restrictions as of November 25, 2012.
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.
-11-
VOTING
Prior to any vote of the shareholders of GS Inc., the Shareholders'
Agreement requires a separate, preliminary vote of substantially all Voting
Shares on each matter upon which a vote of the shareholders is proposed to be
taken (the "Preliminary Vote"). Each Voting Share will be voted in accordance
with the majority of the votes cast by the Voting Shares in the Preliminary
Vote. In elections of directors, each Voting Share will be voted in favor of
the election of those persons, equal in number to the number of such positions
to be filled, receiving the highest numbers of votes cast by the Voting Shares
in the Preliminary Vote.
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 David A.
Viniar 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 815,842 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.
-12-
REGISTRATION RIGHTS INSTRUMENT FOR FORMER EMPLOYEE MANAGING DIRECTORS
In connection with the sale by certain Covered Persons (the "Former Employee
Managing Directors") of shares of Common Stock acquired from GS Inc. pursuant
to the terms of restricted stock units, GS Inc. entered into a Supplemental
Registration Rights Instrument, dated as of June 19, 2000 (the "EMD
Supplement"), which supplements the Registration Rights Instrument, dated as of
December 10, 1999 (the "Registration Rights Instrument"). The following is a
description of the Registration Rights Instrument, as supplemented by the EMD
Supplement. The Registration Rights Instrument and the EMD Supplement are filed
as Exhibits to this Schedule, and the following summary of these agreements is
qualified in its entirety by reference thereto.
Pursuant to the Registration Rights Instrument and the EMD Supplement, GS
Inc. has agreed to pay all of the fees and expenses relating to the registered
offering of shares of Common Stock held by the Former Employee Managing
Directors, other than any agency fees and commissions or underwriting
commissions or discounts or any transfer taxes incurred by the Former Employee
Managing Directors in connection with the sales. GS Inc. also has agreed to
indemnify the Former Employee Managing Directors against certain liabilities,
including those arising under the Securities Act.
DERIVATIVE INSTRUMENTS
Certain Covered Persons have entered into derivative transactions with
regard to shares of Common Stock as described in Annex F.
-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. Form of Counterpart to Shareholders' Agreement for former profit participating limited partners of The
Goldman Sachs Group, L.P. (incorporated by reference to Exhibit I to Amendment No. 2 to the Initial
Schedule 13D, filed June 21, 2000 (File No. 005-56295)).
C. Form of Counterpart to Shareholders' Agreement for non-U.S. corporations (incorporated by reference to
Exhibit L to Amendment No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)).
D. Form of Counterpart to Shareholders' Agreement for non-U.S. trusts (incorporated by reference to Exhibit M to
Amendment No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)).
E. Supplemental Registration Rights Instrument, dated as of June 19, 2000 (incorporated by reference to Exhibit R
to Amendment No. 5 to the Initial Schedule 13D, filed August 2, 2000 (File No. 005-56295)).
F. Power of Attorney (incorporated by reference to Exhibit X to Amendment No. 14 to the Initial Schedule 13D,
filed March 29, 2001 (File No. 005-56295)).
G. Form of Written Consent Relating to Sale and Purchase of Common Stock (incorporated by reference to Exhibit
FF to Amendment No. 35 to the Initial Schedule 13D, filed January 8, 2003 (File No. 005-56295)).
H. Amended and Restated Shareholders' Agreement, effective as of January 22, 2010 (incorporated by reference to
Exhibit 10.6 to GS Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (File No.
001-14965)).
-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 STATE COMMON STOCK OF
PRESENT LAWS WITHIN THE THE GOLDMAN SACHS
NAME CITIZENSHIP BUSINESS ADDRESS EMPLOYMENT LAST FIVE YEARS GROUP, INC.
------------------------------------- ----------- ---------------- -------------- ---------------- -----------------
Steven M. Bunson USA 200 West Street Managing None Less than 1% of
New York, NY Director, The the outstanding
10282 Goldman Sachs shares of
Group, Inc. Common Stock.
Michael H. Richardson UK 26 New Street, Partner, None None
St. Helier, Bedell Cristin
Jersey,
JE4 3RA
Anthony J. Dessain UK 26 New Street, Partner, None None
St. Helier, Bedell Cristin
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 31,691,258 shares of Common Stock are deliverable to Covered
Persons upon the exercise of stock options that have vested and are
exercisable. In addition, on or prior to January 24, 2013,7,121,001 shares of
Common Stock will be delivered pursuant to the terms of an equal number of
restricted stock units.
The share amounts given above include the gross number of shares of Common
Stock underlying these options and restricted stock units, and these shares are
included in the aggregate number of shares beneficially owned by the Covered
Persons under Rule 13d-3(d)(1) because they represent a right to acquire
beneficial ownership within 60 days of November 25, 2012. Upon delivery of the
shares pursuant to the terms of the restricted stock units or 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.
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 or by delivery to counterparties upon settlement of
derivative transactions:
PRICE PER SHARE
COVERED PERSON TRADE DATE NUMBER OF SHARES (IN $)
------------------------------------- ----------------- ---------------- ---------------
John J. McCabe October 25, 2012 300 122.1000
John J. McCabe October 31, 2012 200 122.2400
Michael J. Millette October 31, 2012 2,000 122.3655
Christina P. Minnis October 31, 2012 2,132 121.5163
Benjamin W. Ferguson November 1, 2012 2,200 123.8341
David J. Greenwald November 1, 2012 1,500 123.9073
James C. Katzman November 1, 2012 10,333 124.4219
John J. McCabe November 1, 2012 200 124.0800
John J. McCabe November 1, 2012 100 124.4000
Peeyush Misra November 1, 2012 5,152 124.5000
Karl J. Robijns November 1, 2012 5,000 122.8200
Karl J. Robijns November 1, 2012 5,000 124.0000
Peter A. Seccia November 1, 2012 1,012 124.5400
Daniel Shefter November 1, 2012 499 123.5700
Daniel Shefter November 1, 2012 501 123.6100
Gavin Simms November 1, 2012 824 124.0000
Andrea A. Vittorelli November 1, 2012 4,697 124.7414
Sally A. Boyle November 2, 2012 1,000 125.4500
Christopher A. Cole November 2, 2012 5,000 123.5000
Christopher A. Cole* November 2, 2012 5,000 123.5000
John P. Curtin, Jr. November 2, 2012 2,000 125.4500
Alexander C. Dibelius* November 2, 2012 5,500 125.4500
Isabelle Ealet November 2, 2012 2,000 124.0000
Benjamin W. Ferguson November 2, 2012 1,200 125.5000
William L. Jacob III November 2, 2012 1,500 125.4500
Peter C. Oppenheimer November 2, 2012 116 123.7172
Peter C. Oppenheimer November 2, 2012 500 125.4500
James R. Paradise November 2, 2012 462 125.7056
Jonathan M. Penkin November 2, 2012 1,524 125.4500
Pablo J. Salame November 2, 2012 10,000 125.2481
Isabelle Ealet November 5, 2012 1,000 124.0560
Thomas W. Cornacchia November 6, 2012 10,000 126.0000
Isabelle Ealet November 6, 2012 2,000 125.3630
Isabelle Ealet November 6, 2012 2,000 126.0000
David J. Greenwald November 6, 2012 1,000 126.5080
John J. Lauto November 6, 2012 93 125.8600
Gregg R. Lemkau November 6, 2012 5,000 125.0000
Ryan D. Limaye* November 6, 2012 1,516 126.4141
Michael J. Millette November 6, 2012 1,000 126.5120
Brett A. Olsher November 6, 2012 13,573 125.9920
James H. Reynolds November 6, 2012 677 124.3100
Daniel Shefter November 6, 2012 500 126.2500
-19-
PRICE PER SHARE
COVERED PERSON TRADE DATE NUMBER OF SHARES (IN $)
------------------------------------- ------------------ ---------------- ---------------
Steven H. Strongin November 6, 2012 7,012 126.0034
Gene T. Sykes* November 6, 2012 5,000 125.0000
Gene T. Sykes* November 6, 2012 5,000 125.9801
Gene T. Sykes* November 6, 2012 3,000 125.9567
Eiji Ueda November 6, 2012 5,000 124.3100
Matthew C. Westerman November 6, 2012 3,000 126.0000
Douglas L. Feagin November 7, 2012 1,696 123.0000
Robert C. King, Jr.* November 15, 2012 48,768 115.2498
Karl J. Robijns November 19, 2012 2,000 117.3700
Armen A. Avanessians* November 20, 2012 10,000 118.0000
J. Michael Evans November 23, 2012 90,000 119.5612
Jeffrey B. Goldenberg November 23, 2012 200 119.7900
* This transaction was conducted through an estate planning entity and relates
to Other Shares.
The following purchases of Voting Shares were made by the following Covered
Persons through one or more subsidiaries of GS Inc. for cash on the New York
Stock Exchange:
PRICE PER SHARE
COVERED PERSON TRADE DATE NUMBER OF SHARES (IN $)
------------------------------------- ----------------- ---------------- ---------------
Christina P. Minnis October 31, 2012 7 121.83
The Covered Persons listed below participate in the Common Stock fund of The
Goldman Sachs 401(k) Plan. These Covered Persons acquired or disposed of
interests in the Common Stock fund representing the number of Other Shares set
forth below:
NUMBER OF PRICE PER SHARE ACQUISITION OR
COVERED PERSON TRANSACTION DATE SHARES (IN $) DISPOSITION
------------------------------------- ------------------ --------- --------------- --------------
Donald J. Duet October 31, 2012 1.1575 122.39 Acquisition
Douglas L. Feagin November 7, 2012 1,465.08 117.98 Disposition
Donald J. Duet November 15, 2012 1.2272 115.44 Acquisition
-20-
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 Computershare Shareowner Services LLC for cash on the
New York Stock Exchange:
NUMBER STRIKE SALES NUMBER OF NUMBER OF
OF PRICE PRICE SHARES SHARES
COVERED PERSON DATE OF EXERCISE OPTIONS (IN $) (IN $) SOLD RETAINED
----------------------------- ----------------- ------- ------ -------- --------- ---------
Abby Joseph Cohen October 23, 2012 3,712 78.87 119.4000 3,712 0
Justin G. Gmelich October 23, 2012 10,914 78.87 120.7000 10,914 0
Allan S. Levine October 23, 2012 1,353 78.87 119.0959 1,353 0
David J. Greenwald October 24, 2012 1,000 78.87 120.8781 1,000 0
Robert A. Berry October 25, 2012 3,525 78.87 121.3490 3,525 0
Nick S. Advani* October 31, 2012 387 78.87 121.1300 0 387
Abby Joseph Cohen October 31, 2012 3,000 78.87 122.4000 3,000 0
Jean Raby October 31, 2012 653 78.87 122.1196 653 0
Guy E. Saidenberg November 1, 2012 2,463 78.87 124.1800 2,463 0
Peter A. Seccia November 1, 2012 1,548 78.87 124.5797 1,548 0
Daniel Shefter* November 1, 2012 980 78.87 123.6450 0 980
Richard M. Campbell- Breeden November 2, 2012 7,533 78.87 125.4500 7,533 0
David J. Kostin November 2, 2012 3,525 78.87 125.5206 3,525 0
Armen A. Avanessians November 5, 2012 23,068 78.87 122.8726 23,068 0
W. Thomas York, Jr. November 5, 2012 5,984 78.87 123.9921 5,984 0
Henry Cornell November 6, 2012 8,803 78.87 126.5119 8,803 0
Andrew J. Kaiser November 6, 2012 1,446 78.87 125.8331 1,446 0
W. Thomas York, Jr. November 6, 2012 4,000 78.87 126.2962 4,000 0
Rebecca M. Shaghalian November 7, 2012 630 78.87 119.7516 630 0
Dimitrios Kavvathas November 12, 2012 1,740 78.87 116.9238 1,740 0
Armen A. Avanessians November 15, 2012 47,000 78.87 115.1643 47,000 0
Oliver R. Bolitho November 23, 2012 1,044 78.87 118.4800 1,044 0
Kathleen G. Elsesser November 23, 2012 387 78.87 120.0000 387 0
J. Michael Evans November 23, 2012 49,587 78.87 119.5706 49,587 0
J. Michael Evans November 23, 2012 10,821 78.87 119.5794 10,821 0
* This transaction was a cash-for-stock exercise, not a cashless exercise, and
did not involve the sale of stock.
The following charitable contributions and other transfers of shares in
transactions for which no consideration was received were made by the following
Covered Person:
NUMBER OF ACQUISITION OR
COVERED PERSON TRANSFER DATE SHARES DISPOSITION
-------------- ------------------ --------- --------------
Jeffrey B. Goldenberg November 7, 2012 800 Disposition
Armen A. Avanessians November 19, 2012 14,383 Disposition
-21-
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:
STRIKE
INSTRUMENT AND NUMBER OF PRICE
COVERED PERSON POSITION SHARES (IN $) MATURITY DATE
---------------------------- -------------- --------- ------ -----------------
Nicholas F. Burgin Call Written 2,400 115 January 19, 2013
Francois-Xavier de Mallmann Call Written 2,000 110 January 19, 2013
Todd Hohman Call Written 7,300 115 January 19, 2013
Peter Kimpel Call Written 2,500 125 January 19, 2013
Peter Kimpel Call Written 2,500 120 January 19, 2013
Sanjeev K. Mehra Call Written 45,000 135 January 19, 2013
David J. Greenwald Call Written 2,000 135 April 20, 2013
David J. Greenwald Call Written 1,500 130 April 20, 2013
Karl J. Robijns Put Written 5,000 110 April 20, 2013
Johannes M. Boomaars Call Written 6,300 135 January 18, 2014
-22-
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: December 5, 2012
By: /s/ Beverly L. O'Toole
------------------------------
Name: Beverly L. O'Toole
Title: Attorney-in-Fact
-23-
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- ------------------------------------------------------------------------------------------------------------------------
A. Registration Rights Instrument, dated as of December 10, 1999 (incorporated by reference to Exhibit G to Amendment No.
1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)).
B. Form of Counterpart to Shareholders' Agreement for former profit participating limited partners of The Goldman Sachs
Group, L.P. (incorporated by reference to Exhibit I to Amendment No. 2 to the Initial Schedule 13D, filed June 21, 2000
(File No. 005-56295)).
C. Form of Counterpart to Shareholders' Agreement for non-U.S. corporations (incorporated by reference to Exhibit L to
Amendment No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)).
D. Form of Counterpart to Shareholders' Agreement for non-U.S. trusts (incorporated by reference to Exhibit M to
Amendment No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)).
E. Supplemental Registration Rights Instrument, dated as of June 19, 2000 (incorporated by reference to Exhibit R to
Amendment No. 5 to the Initial Schedule 13D, filed August 2, 2000 (File No. 005-56295)).
F. Power of Attorney (incorporated by reference to Exhibit X to Amendment No. 14 to the Initial Schedule 13D, filed March
29, 2001 (File No. 005-56295)).
G. Form of Written Consent Relating to Sale and Purchase of Common Stock (incorporated by reference to Exhibit FF to
Amendment No. 35 to the Initial Schedule 13D, filed January 8, 2003 (File No. 005-56295)).
H. Amended and Restated Shareholders' Agreement, effective as of January 22, 2010 (incorporated by reference to Exhibit
10.6 to GS Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (File No. 001-14965)).