0001193125-14-234966.txt : 20140624
0001193125-14-234966.hdr.sgml : 20140624
20140612171829
ACCESSION NUMBER: 0001193125-14-234966
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20140612
DATE AS OF CHANGE: 20140612
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: 14907897
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
d743023dsc13da.txt
AMENDMENT NO. 86 TO SCHEDULE 13D
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
File No. 005-56295
-----------------
SCHEDULE 13D/A
(Rule 13d-101)
Amendment No. 86
-----------------
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)
May 29, 2014
(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 Persons1
As to a group consisting of persons other than Covered Persons
(a) [X] (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
SHARES person listed on Appendix A.)
BENEFICIALLY 23,044,211 Voting Shares2 held by Covered Persons
OWNED BY 10,245 Shared Ownership Shares held by Covered Persons3
EACH 18,142,295 Sixty Day Shares held by Covered Persons4
REPORTING 2,393,910 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
43,590,661
-------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[_]
-------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.45%
-------------------------------------------------------------------------------
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) 232,690 shares of Common Stock held by 17
private charitable foundations established by 17 Covered Persons; (ii)
2,158,061 shares of Common Stock held by certain family members of Covered
Persons and by certain estate planning entities established by Covered
Persons; and (iii) 3,159 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
unless
ITEM 1 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
William D. Anderson, Jr.
Dalinc Ariburnu UK/Turkey
Philip S. Armstrong UK
Armen A. Avanessians
Dean C. Backer
Charles Baillie
Vivek J. Bantwal
Steven K. Barg
Scott B. Barringer
Steven M. Barry
Stacy Bash-Polley
Gareth W. Bater UK
Jonathan A. Beinner
Heather Bellini
Tracey E. Benford
Philip R. Berlinski Belgium/
USA
Frances R. Bermanzohn
Stuart N. Bernstein
Robert A. Berry UK
Avanish R. Bhavsar
Lloyd C. Blankfein
Vivek Bohra
Stefan R. Bollinger Switzerland
Brian W. Bolster
Johannes M. Boomaars The
Netherlands
Robert D. Boroujerdi
Jill A. Borst
Alison L. Bott UK
Sally A. Boyle UK
Christoph M. Brand Germany
Michael J. Brandmeyer
Jason H. Brauth
Anne F. Brennan
Samuel S. Britton
Craig W. Broderick
Torrey J. Browder
Steven M. Bunson
Mary D. Byron
Richard M. Campbell-Breeden UK
Philippe L. Camu Belgium
Valentino D. Carlotti
Anthony H. Carpet
Michael J. Carr
Stuart A. Cash UK
Donald J. Casturo
Sonjoy Chatterjee India
R. Martin Chavez
Alex S. Chi
Andrew A. Chisholm Canada
David Chou UK
Thalia Chryssikou Greece
Kent A. Clark Canada
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
Richard N. Cormack UK
Thomas W. Cornacchia
E. Gerald Corrigan
Cyril Cottu France
James V. Covello
Jeffrey R. Currie
John P. Curtin, Jr.
Michael D. Daffey Australia
John F. Daly
John S. Daly Ireland
Anne Marie B. Darling
David H. Dase
Francois-Xavier de Mallmann France/
Switzerland
Daniel L. Dees
Mark F. Dehnert
James Del Favero Australia
Massimo Della Ragione Italy
Olaf Diaz-Pintado Spain
Alexander C. Dibelius Germany
Joseph P. DiSabato
Michele I. Docharty
Thomas M. Dowling
Robert Drake-Brockman UK
Donald J. Duet
Alessandro Dusi Italy
Michael L. Dweck
Gordon E. Dyal
Isabelle Ealet France
Kenneth M. Eberts III
-3-
ITEM 6
Citizenship
(United States
unless
ITEM 1 otherwise
Names of Reporting Persons indicated)
-------------------------- --------------
David P. Eisman
Jason H. Ekaireb UK
Charalampos Eliades Greece
Kathleen G. Elsesser
Edward A. Emerson Argentina/UK
Peter C. Enns Canada
Christopher H. Eoyang
James P. Esposito
Michael P. Esposito
Antonio F. Esteves Portugal
Carl Faker France/
Lebanon
Elizabeth C. Fascitelli
Douglas L. Feagin
Stephan J. Feldgoise
Patrick J. Fels
Benjamin W. Ferguson
Wolfgang Fink Germany
Samuel W. Finkelstein
Peter E. Finn
David A. Fishman
Elisabeth Fontenelli
Colleen A. Foster
Sheara J. Fredman
Matthew T. Fremont-Smith
Christopher G. French UK
Richard A. Friedman
Jacques Gabillon France
Timur F. Galen
Sean J. Gallagher
Ramani Ganesh India
Gonzalo R. Garcia Chile
James R. Garman UK
Francesco U. Garzarelli Italy
Matthew R. Gibson
Gary T. Giglio
Michelle Gill
Nick V. Giovanni
Justin G. Gmelich
Richard J. Gnodde Ireland/
South
Africa
Jeffrey B. Goldenberg
Andrew M. Gordon
Michael J. Graziano
Michael J. Grimaldi
Bradley J. Gross UK/USA
Peter Gross
Celeste A. Guth
Anthony Gutman UK/USA
Elizabeth M. Hammack
Jan Hatzius Germany
Keith L. Hayes UK
Michael L. Hensch
Martin Hintze Germany
Kenneth L. Hirsch
Kenneth W. Hitchner
Todd Hohman
Simon N. Holden UK
Dane E. Holmes
Philip Holzer Germany
Ning Hong China
Ericka T. Horan
Shin Horie Japan
Russell W. Horwitz
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
Roy R. Joseph Guyana
Pierre-Emmanuel Y. Juillard France
Andrew J. Kaiser
Vijay M. Karnani India
James C. Katzman
Alan S. Kava
Christopher Keogh
John J. Kim
Peter Kimpel Germany
Robert C. King, Jr.
Hideki Kinuhata Japan
Shigeki Kiritani Japan
Marie Louise Kirk Denmark
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
Andre Laport Ribeiro Brazil
Hugh J. Lawson
Scott L. Lebovitz
Brian J. Lee
-4-
ITEM 6
Citizenship
(United States
unless
ITEM 1 otherwise
Names of Reporting Persons indicated)
-------------------------- --------------
George C. Lee
Ronald Lee
David A. Lehman
Tim Leissner Brazil/
Germany
Todd W. Leland
Laurent Lellouche France
Gregg R. Lemkau
Deborah R. Leone
Eugene H. Leouzon France
John R. Levene UK
Brian T. Levine
Jack Levy
Gwen R. Libstag
Ryan D. Limaye
Luca M. Lombardi Italy
Victor M. Lopez-Balboa
David B. Ludwig
Peter J. Lyon
Paula B. Madoff
John A. Mahoney
Puneet Malhi UK
Raghav Maliah India
Matthew F. Mallgrave
John V. Mallory
David M. Marcinek
Alison J. Mass
Robert A. Mass
Kathy M. Matsui
Joseph S. Mauro
Alastair J.C. Maxwell UK
John J. McCabe
Matthew B. McClure UK
Dermot W. McDonogh Ireland
Charles M. McGarraugh
John J. McGuire, Jr.
John W. McMahon
James A. McNamara
Richard P. McNeil Jamaica
Sanjeev K. Mehra
Avinash Mehrotra
Jonathan M. Meltzer
Bruce H. Mendelsohn
Xavier C. Menguy France
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
Alice Jane Murphy
Marc O. Nachmann
Ezra Nahum France/
USA
Amol S. Naik India/
USA
Jyothsna Natauri
Una M. Neary
Jeffrey P. Nedelman
Anthony Noto
Gavin G. O'Connor
Gregory G. Olafson Canada
Brett A. Olsher UK/USA
Timothy J. O'Neill
Lisa Opoku
Peter C. Oppenheimer UK
Nigel M. O'Sullivan UK
Gerald B. Ouderkirk III
Craig W. Packer
Gregory K. Palm
Konstantinos N. Pantazopoulos Greece
James R. Paradise UK
Francesco Pascuzzi Italy
Anthony W. Pasquariello
Sheila H. Patel
Nirubhan Pathmanabhan UK
Jonathan Mark Penkin UK/
South
Africa
David B. Philip
Richard Phillips Australia
Stephen R. Pierce
Hugh R. Pill UK
Michelle H. Pinggera UK
Kenneth A. Pontarelli
Ellen R. Porges
Dmitri Potishko Australia
Dina Powell
Gilberto Pozzi Italy
Lorin P. Radtke
John J. Rafter Ireland
-5-
ITEM 6
Citizenship
(United States
unless
ITEM 1 otherwise
Names of Reporting Persons indicated)
-------------------------- --------------
Sumit Rajpal
Richard N. Ramsden UK
Sara E. Recktenwald
Andrew K. Rennie Australia/
UK
James H. Reynolds France
Sean D. Rice
Kate D. Richdale UK
Michael J. Richman
Francois J. Rigou France
Stuart Riley UK
Michael Rimland
Lora J. Robertson
Elizabeth E. Robinson
Scott M. Rofey
John F. W. Rogers
Scott A. Romanoff
Johannes Rombouts Netherlands
Michael E. Ronen Germany/
Israel
Simon A. Rothery Australia
Jami Rubin
Peter C. Russell
Paul M. Russo
Katsunori Sago Japan
Ankur A. Sahu India
Guy E. Saidenberg France
Pablo J. Salame Ecuador
Julian Salisbury UK
Yann Samuelides France
Luke A. Sarsfield III
Marcus Schenck Germany
Susan J. Scher
Stephen M. Scherr
Clare R. Scherrer
Joshua S. Schiffrin
Jeffrey W. Schroeder
Harvey M. Schwartz
Mark Schwartz
David A. Schwimmer
Stephen B. Scobie UK
John A. Sebastian
Peter A. Seccia
Peter D. Selman UK
Gaurav Seth India
John C. Shaffer
Rebecca M. Shaghalian
Konstantin A. Shakhnovich
Lisa M. Shalett
Heather K. Shemilt Canada
Michael S. Sherwood UK
Michael H. Siegel
Suhail A. Sikhtian
Gavin Simms UK
Michael L. Simpson
Marshall Smith
Michael Smith Australia
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
Steven H. Strongin
Joseph Struzziery III
Ram K. Sundaram India
Damian E. Sutcliffe UK
J. Richard Suth
Robert J. Sweeney
Michael S. Swell
Michael J. Swenson
Gene T. Sykes
Patrick Tassin de Nonneville France
Megan M. Taylor
Teresa Teague
Thomas D. Teles
Pawan Tewari
Ryan J. Thall
Klaus B. Toft Denmark
Frederick Towfigh
Donald J. Truesdale
Kenro Tsutsumi Japan
Richard J. Tufft UK
Eiji Ueda Japan
Toshihiko Umetani Japan
Jonathan R. Vanica
Ashok Varadhan
John J. Vaske
Christoph Vedral Germany
Andrea Vella Italy
Philip J. Venables UK/USA
Simone Verri Italy
Jeffrey L. Verschleiser
Robin A. Vince UK/USA
Andrea A. Vittorelli Italy
Alejandro Vollbrechthausen Mexico
John E. Waldron
-6-
ITEM 6
Citizenship
(United States
unless
ITEM 1 otherwise
Names of Reporting Persons indicated)
-------------------------- --------------
Paul Walker
Theodore T. Wang
Alasdair J. Warren UK
Simon R. Watson UK
Toby C. Watson 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
Steve Windsor UK
Martin Wiwen-Nilsson Sweden
Andrew E. Wolff
Kent J. Wosepka
Denise A. Wyllie UK
Yoshihiko Yano Japan
Shinichi Yokote Japan
W. Thomas York, Jr.
Wassim G. Younan Lebanon/UK
Paul M. Young
Paolo Zannoni Italy
Xing 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
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. 86 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. 86 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 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 current or former Participating Managing Director (as
defined in Item 6 below) of 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 May 29, 2014.
(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 restricted stock or 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, 7,157,590 shares of Common Stock are subject to the Transfer
Restrictions as of May 29, 2014.
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 Harvey M.
Schwartz 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.
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
-12-
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
Laws within the The Goldman
Name Citizenship Business Address Present Employment Last Five Years Sachs Group, Inc.
---- ----------- -------------------- ------------------- ---------------- ----------------------
Steven M. Bunson USA 200 West Street Managing Director, None Less than 1% of the
New York, NY The Goldman Sachs outstanding shares of
10282 Group, Inc. Common Stock.
Michael H. UK 26 New Street, Partner, None None
Richardson St. Helier, Jersey, Bedell Cristin
JE4 3RA
Anthony J. Dessain UK 26 New Street, Partner, None None
St. Helier, Jersey, Bedell Cristin
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.
One Covered Person is party to a sales plan intended to comply with Rule 10b5-1
under the Securities Exchange Act of 1934, as amended, pursuant to which the
Covered Person may in the future sell up to 9,936 Covered Shares and exercise
up to 91,285 Options.
-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 17,777,461 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 around July 17, 2014 and July 28, 2014, an
aggregate of 364,834 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 May 29, 2014. Upon exercise of stock
options or delivery of the shares pursuant to the terms of the restricted stock
units, 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 $)
-------------- --------------- ---------------- ---------------
Mary D. Byron........................... April 21, 2014 136 157.9000
Christopher A. Cole..................... April 21, 2014 1,650 157.4430
Christopher A. Cole*.................... April 21, 2014 1,000 157.5301
Dane E. Holmes.......................... April 21, 2014 2,774 156.4938
Kent J. Wosepka......................... April 21, 2014 2,697 157.5862
Christopher A. Cole*.................... April 23, 2014 1,000 160.2600
Richard M. Campbell-Breeden............. April 24, 2014 8,500 161.0200
Stephan J. Feldgoise.................... April 24, 2014 403 161.8050
John J. McCabe.......................... April 25, 2014 45 160.4000
Nick V. Giovanni........................ April 29, 2014 366 157.9973
Justin G. Gmelich....................... April 29, 2014 3,197 157.8182
Lisa Busumbru........................... May 1, 2014 699 160.3329
David H. Dase........................... May 1, 2014 208 160.4300
David H. Dase........................... May 1, 2014 230 160.4400
David H. Dase........................... May 1, 2014 200 160.4500
Jami Rubin.............................. May 1, 2014 4,601 160.1986
Charles F. Adams*....................... May 2, 2014 5 160.5200
Douglas L. Feagin....................... May 6, 2014 910 154.8794
Carl Faker.............................. May 12, 2014 3,613 158.1432
Steven M. Barry......................... May 13, 2014 134 160.4075
David H. Dase........................... May 13, 2014 100 159.6500
David H. Dase........................... May 13, 2014 200 159.6600
David H. Dase........................... May 13, 2014 327 159.7150
Matthew T. Fremont-Smith................ May 13, 2014 1,416 160.2466
Peter C. Oppenheimer.................... May 13, 2014 758 160.6153
Lorin P. Radtke......................... May 13, 2014 2,570 160.1518
Heather Bellini......................... May 14, 2014 4,104 160.6285
David H. Dase........................... May 14, 2014 360 160.2000
Isabelle Ealet.......................... May 14, 2014 1,000 160.0000
Douglas L. Feagin....................... May 14, 2014 2,000 160.5484
Scott M. Rofey.......................... May 14, 2014 100 159.9100
Scott M. Rofey.......................... May 14, 2014 200 159.9200
Scott M. Rofey.......................... May 14, 2014 100 159.9300
Scott M. Rofey.......................... May 14, 2014 100 159.9400
Christopher H. Eoyang................... May 19, 2014 2,000 157.2396
Steven K. Barg.......................... May 20, 2014 2,589 156.5477
Michele I. Docharty..................... May 20, 2014 800 155.6100
Michele I. Docharty..................... May 20, 2014 500 155.6200
Michele I. Docharty..................... May 20, 2014 200 155.6300
Michele I. Docharty..................... May 20, 2014 100 155.6400
Michele I. Docharty..................... May 20, 2014 400 155.6600
Isabelle Ealet.......................... May 21, 2014 1,000 159.0000
-19-
Price Per Share
Covered Person Trade Date Number of Shares (in $)
-------------- -------------- ---------------- ---------------
Teresa Teague........................... May 21, 2014 273 159.4628
Richard J. Tufft........................ May 21, 2014 4,182 159.5844
Adam M. Korn............................ May 22, 2014 1,812 160.0539
Peter J. Lyon........................... May 22, 2014 1,788 160.0000
Peter C. Oppenheimer.................... May 22, 2014 500 160.0000
Matthew C. Westerman.................... May 22, 2014 7,802 160.0199
Michele I. Docharty..................... May 23, 2014 100 159.9700
Michele I. Docharty..................... May 23, 2014 497 159.9800
Michele I. Docharty..................... May 23, 2014 100 159.9900
Michele I. Docharty..................... May 23, 2014 500 160.0000
Michele I. Docharty..................... May 23, 2014 100 160.0100
Michele I. Docharty..................... May 23, 2014 103 160.0300
Michele I. Docharty..................... May 23, 2014 100 160.0400
Pablo J. Salame......................... May 23, 2014 10,000 160.2610
Gareth W. Bater......................... May 27, 2014 1,485 160.9800
Christopher A. Cole*.................... May 27, 2014 1,000 162.5000
Christopher A. Cole*.................... May 27, 2014 1,300 163.0000
Isabelle Ealet.......................... May 27, 2014 1,000 162.0100
Isabelle Ealet.......................... May 27, 2014 1,000 162.1410
Isabelle Ealet.......................... May 27, 2014 1,000 162.1775
Isabelle Ealet.......................... May 27, 2014 1,000 162.5000
Isabelle Ealet.......................... May 27, 2014 1,000 163.0000
Antonio F. Esteves...................... May 27, 2014 13,861 160.9800
Atosa Moini............................. May 27, 2014 569 161.0000
Peter C. Oppenheimer.................... May 27, 2014 500 161.0000
Peter C. Oppenheimer.................... May 27, 2014 1,000 162.0000
James H. Reynolds....................... May 27, 2014 500 162.4150
Scott M. Rofey.......................... May 27, 2014 300 162.0300
Scott M. Rofey.......................... May 27, 2014 100 162.0500
Scott M. Rofey.......................... May 27, 2014 100 162.0600
Michael E. Ronen........................ May 27, 2014 109 162.5700
Michael E. Ronen........................ May 27, 2014 76 162.5800
Damian E. Sutcliffe..................... May 27, 2014 186 161.8300
Kent A. Clark........................... May 28, 2014 2,220 160.9042
Lee Guan Kelvin Koh..................... May 28, 2014 2,562 161.5000
Kathy M. Koll........................... May 28, 2014 1,346 161.0325
Michael J. Swenson...................... May 28, 2014 1,000 161.2500
Kathy M. Koll........................... May 29, 2014 1,346 160.7672
* This transaction was conducted through an estate planning entity and relates
to Other Shares.
The Covered Person listed below participates in the Common Stock fund of The
Goldman Sachs 401(k) Plan. This Covered Person acquired interests in the Common
Stock fund representing the number of Other Shares set forth below:
Price Per Share
Covered Person Transaction Date Number of Shares (in $)
-------------- ---------------- ---------------- ---------------
Vivek Bohra............................. April 30, 2014 1,073 159.82
-20-
The following charitable contributions and other transfers of shares in
transactions for which no consideration was received were made by the following
Covered Person:
Acquisition or
Covered Person Transfer Date Number of Shares Disposition
-------------- --------------- ---------------- --------------
Thomas G. Connolly.......... April 21, 2014 841 Disposition
Laurent Lellouche........... April 22, 2014 2,974 Disposition
Anthony H. Carpet........... April 28, 2014 800 Disposition
Timothy J. Ingrassia........ May 2, 2014 2,203 Disposition
John V. Mallory............. May 8, 2014 84 Disposition
Anthony H. Carpet........... May 14, 2014 100 Disposition
Abby Joseph Cohen........... May 14, 2014 360 Disposition
Robert A. Berry............. May 20, 2014 1,593 Disposition
Roy R. Joseph............... May 21, 2014 178 Disposition
Lloyd C. Blankfein.......... May 22, 2014 630 Disposition
Timothy J. Ingrassia........ May 23, 2014 1,875 Disposition
Anthony H. Carpet........... May 29, 2014 100 Disposition
Jeffrey B. Goldenberg....... May 29, 2014 3,100 Disposition
John V. Mallory............. May 29, 2014 100 Disposition
The following cashless exercises of stock options were effected by the
following Covered Persons, with the indicated number of underlying shares
withheld by the Company to satisfy the exercise price and, in certain cases,
applicable taxes, and the indicated number of underlying shares sold through
Fidelity Brokerage Services LLC for cash on the New York Stock Exchange:
Strike Number of Sales Number of
Number of Price Shares Price Shares
Covered Person Date of Exercise Options (in $) Withheld (in $) Sold
-------------- ---------------- --------- ------- --------- --------- ---------
Christopher A. Cole........... April 21, 2014 5,000 131.64 0 157.2589 5,000
Mary D. Byron................. April 22, 2014 4,858 78.78 3,550 159.6204 1,308
Christopher A. Cole........... April 23, 2014 2,500 131.64 0 160.2600 2,500
Sean J. Gallagher............. April 23, 2014 10,000 78.78 7,752 160.2542 2,248
Justin G. Gmelich............. April 23, 2014 50,000 78.78 37,674 160.2542 12,326
Andrew M. Gordon.............. April 24, 2014 3,000 78.78 2,270 161.2436 730
Andrew M. Gordon.............. April 25, 2014 3,000 78.78 2,268 158.6352 732
Celeste A. Guth............... April 25, 2014 10,000 78.78 7,746 158.6352 2,254
Shigeki Kiritani.............. April 25, 2014 21,821 78.78 15,235 158.6352 6,586
Mary D. Byron................. April 29, 2014 4,858 78.78 3,560 157.8511 1,298
George C. Lee II.............. May 2, 2014 24,000 78.78 18,143 159.7487 5,857
John J. McCabe................ May 2, 2014 5,000 78.78 3,769 159.7487 1,231
Denise A. Wyllie.............. May 2, 2014 12,000 78.78 8,765 159.7487 3,235
Mary D. Byron................. May 6, 2014 4,858 78.78 3,562 154.7502 1,296
Kenneth L. Hirsch............. May 8, 2014 24,000 78.78 18,334 157.1344 5,666
Mary D. Byron................. May 13, 2014 4,858 78.78 3,536 160.2803 1,322
John J. McCabe................ May 13, 2014 5,000 78.78 3,775 160.2803 1,225
J. Ronald Morgan III.......... May 13, 2014 6,364 78.78 4,804 160.2803 1,560
Jeffrey P. Nedelman........... May 13, 2014 9,300 78.78 7,221 160.2803 2,079
Steven M. Barry............... May 14, 2014 12,000 78.78 9,045 159.8169 2,955
Stuart N. Bernstein........... May 14, 2014 2,000 78.78 1,509 159.8169 491
Stephan J. Feldgoise.......... May 14, 2014 19,060 78.78 14,367 159.8169 4,693
Matthew T. Fremont-Smith...... May 14, 2014 9,712 78.78 6,730 159.8169 2,982
J. Ronald Morgan III.......... May 14, 2014 6,360 78.78 4,794 159.8169 1,566
James R. Paradise............. May 14, 2014 5,000 78.78 3,653 159.8169 1,347
-21-
Strike Number of Sales Number of
Number of Price Shares Price Shares
Covered Person Date of Exercise Options (in $) Withheld (in $) Sold
-------------- ---------------- --------- ------- --------- --------- ---------
Paula B. Madoff............... May 15, 2014 5,000 78.78 3,883 156.6634 1,117
Eiji Ueda..................... May 15, 2014 15,000 78.78 8,961 156.6634 6,039
Andrew M. Gordon.............. May 20, 2014 2,500 78.78 1,902 156.3178 598
Douglas L. Feagin............. May 22, 2014 10,000 78.78 7,395 159.9134 2,605
Andrew M. Gordon.............. May 22, 2014 2,500 78.78 1,895 159.9134 605
Peter J. Lyon................. May 23, 2014 47,113 78.78 34,946 160.0319 12,167
Peter D. Selman............... May 23, 2014 43,878 78.78 31,639 160.0319 12,239
Stuart N. Bernstein........... May 27, 2014 1,000 78.78 755 162.1697 245
Christopher A. Cole........... May 27, 2014 2,500 131.64 0 162.5000 2,500
Christopher A. Cole........... May 27, 2014 2,000 131.64 0 162.8401 2,000
Sean J. Gallagher............. May 27, 2014 34,364 78.78 26,651 162.1697 7,713
Paula B. Madoff............... May 27, 2014 5,000 78.78 3,878 162.1697 1,122
Jeffrey P. Nedelman........... May 27, 2014 8,400 78.78 6,515 162.1697 1,885
Paul M. Russo................. May 27, 2014 20,000 78.78 15,512 162.1697 4,488
Peter D. Selman............... May 27, 2014 40,000 78.78 28,822 162.1697 11,178
Stuart N. Bernstein........... May 28, 2014 1,000 78.78 754 160.7729 246
Donald J. Duet................ May 28, 2014 13,000 78.78 10,064 160.7729 2,936
Andrew M. Gordon.............. May 28, 2014 2,685 78.78 2,028 160.7729 657
J. Ronald Morgan III.......... May 28, 2014 6,300 78.78 4,740 160.7729 1,560
Paul M. Russo................. May 28, 2014 10,000 78.78 7,741 160.7729 2,259
Peter D. Selman............... May 28, 2014 40,000 78.78 28,752 160.7729 11,248
Alasdair J. Warren............ May 28, 2014 2,500 78.78 1,222 160.7729 1,278
William J. Conley Jr.......... May 29, 2014 20,000 78.78 15,048 160.7086 4,952
Donald J. Duet................ May 29, 2014 13,000 78.78 10,064 160.7086 2,936
Kenneth L. Hirsch............. May 29, 2014 23,113 78.78 17,460 160.7086 5,653
William L. Jacob III.......... May 29, 2014 6,500 78.78 5,032 160.7086 1,468
Kathy M. Koll................. May 29, 2014 11,132 78.78 5,441 160.7086 5,691
James R. Paradise............. May 29, 2014 5,000 78.78 3,646 160.7086 1,354
Paul M. Russo................. May 29, 2014 10,000 78.78 7,742 160.7086 2,258
David M. Solomon.............. May 29, 2014 42,000 78.78 32,514 160.7086 9,486
Frederick Towfigh............. May 29, 2014 4,445 78.78 2,413 160.7086 2,032
-22-
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 and Number of Strike Price
Covered Person Position Shares (in $) Maturity Date
-------------- -------------- --------- ------------ -----------------
Jason H. Brauth.......... Call Written 2,100 160 July 19, 2014
Gwen R. Libstag.......... Call Written 4,200 180 July 19, 2014
Gwen R. Libstag*......... Call Written 26,400 175 July 19, 2014
Gwen R. Libstag*......... Call Written 20,700 180 July 19, 2014
Gwen R. Libstag.......... Call Written 5,100 180 July 19, 2014
Sanjeev K. Mehra......... Call Written 3,800 170 July 19, 2014
Ricardo Mora............. Call Written 5,000 165 July 19, 2014
Kenneth A. Pontarelli.... Call Written 1,000 165 July 19, 2014
Guy E. Saidenberg........ Call Written 29,000 200 July 19, 2014
Bradley J. Gross......... Call Written 2,000 180 October 18, 2014
Ming Yunn Stephanie Hui*. Call Written 8,000 175 October 18, 2014
Raghav Maliah............ Call Written 8,500 175 October 18, 2014
Jason H. Brauth.......... Call Written 2,100 160 January 17, 2015
John S. Daly............. Call Written 5,000 170 January 17, 2015
Ming Yunn Stephanie Hui*. Call Written 10,000 185 January 17, 2015
Scott A. Romanoff........ Call Written 800 165 January 17, 2015
* This transaction was conducted through an estate planning entity and relates
to Other Shares.
-23-
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: June 12, 2014
By: /s/ Beverly L. O'Toole
------------------------------
Name: Beverly L. O'Toole
Title: Attorney-in-Fact
-24-
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)).