0001193125-15-399008.txt : 20151209 0001193125-15-399008.hdr.sgml : 20151209 20151209171100 ACCESSION NUMBER: 0001193125-15-399008 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151209 DATE AS OF CHANGE: 20151209 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: 151278954 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 d101394dsc13da.txt AMENDMENT NO.90 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 File No. 005-56295 ----------------- SCHEDULE 13D/A (Rule 13d-101) Amendment No. 90 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 27, 2015 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. (Continued on following pages) CUSIP NO. 38141G 10 4 13D

------------------------------------------------------------------------------------------------------ 1. NAMES OF REPORTING PERSONS: Each of the persons identified on Appendix A. ------------------------------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP As to a group consisting solely of Covered Persons/1/ (a) [X] As to a group consisting of persons other than Covered Persons (b) [X] ------------------------------------------------------------------------------------------------------ 3. SEC USE ONLY ------------------------------------------------------------------------------------------------------ 4. SOURCE OF FUNDS: OO and PF (Applies to each person listed on Appendix A.) ------------------------------------------------------------------------------------------------------ 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [_] ITEM 2(d) OR 2(e) (Applies to each person listed on Appendix A.) ------------------------------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States unless otherwise indicated on Appendix A. ------------------------------------------------------------------------------------------------------ 7. SOLE VOTING POWER: 0 ------------------------------------------------------------------------------------- 8. SHARED VOTING POWER (See Item 6) (Applies to each person listed on Appendix NUMBER OF A.) SHARES 17,417,360 Voting Shares/2/ held by Covered Persons BENEFICIALLY 270 Shared Ownership Shares held by Covered Persons/3/ OWNED BY 15,404,343 Sixty Day Shares held by Covered Persons/4/ EACH 2,854,784 Other Shares held by Covered Persons/5/ REPORTING ------------------------------------------------------------------------------------- PERSON 9. SOLE DISPOSITIVE POWER (See Item 6) WITH As to Voting Shares, less than 1% As to Shared Ownership Shares, Sixty Day Shares and Other Shares, 0 ------------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER (See Item 6): As to Voting Shares, 0 As to Shared Ownership Shares, less than 0.01% As to Sixty Day Shares and Other Shares, less than 1%. ------------------------------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,676,757 ------------------------------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [_] SHARES ------------------------------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.14% ------------------------------------------------------------------------------------------------------ 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) 221,921 shares of Common Stock held by 14 private charitable foundations established by 14 Covered Persons; (ii) 2,629,485 shares of Common Stock held by certain family members of Covered Persons and by certain estate planning entities established by Covered Persons; and (iii) 3,378 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 ITEM 6 ITEM 1 Citizenship ITEM 1 Citizenship ---------------------------- (United States ---------------------------- (United States unless otherwise unless otherwise Names of Reporting Persons indicated) Names of Reporting Persons indicated) ---------------------------- ---------------- ---------------------------- ------------------ Paul R. Aaron Valentino D. Carlotti Fadi Abuali Canada/Kuwait Anthony H. Carpet Charles F. Adams Michael J. Carr Nick S. Advani UK Donald J. Casturo Mark E. Agne Sonjoy Chatterjee India Gregory A. Agran R. Martin Chavez Raanan A. Agus Alex S. Chi Dalinc Ariburnu UK/Turkey David Chou UK Philip S. Armstrong UK Gary W. Chropuvka Aaron M. Arth Thalia Chryssikou Greece Armen A. Avanessians Kent A. Clark Canada/USA Dean C. Backer Abby Joseph Cohen Charles Baillie Alan M. Cohen Vivek J. Bantwal Darren W. Cohen Jennifer A. Barbetta Stephanie E. Cohen Steven K. Barg Gary D. Cohn Thomas J. Barrett III Christopher A. Cole Steven M. Barry Colin Coleman South Africa Stacy Bash-Polley Denis P. Coleman III Gareth W. Bater UK William J. Conley, Jr. Gerard M. Beatty Kathleen A. Connolly Jonathan A. Beinner Thomas G. Connolly Ireland/USA Heather Bellini Karen R. Cook UK Tracey E. Benford Edith W. Cooper Philip R. Berlinski Belgium/USA Kenneth W. Coquillette Frances R. Bermanzohn Richard N. Cormack UK Robert A. Berry UK Thomas W. Cornacchia Avanish R. Bhavsar E. Gerald Corrigan Lloyd C. Blankfein James V. Covello Vivek Bohra Jeffrey R. Currie Stefan R. Bollinger Switzerland Michael D. Daffey Australia Brian W. Bolster John F. Daly Shane M. Bolton UK John S. Daly Ireland Robert D. Boroujerdi Anne Marie B. Darling Jill A. Borst David H. Dase William C. Bousquette, Jr. Francois-Xavier de Mallmann France/Switzerland Sally A. Boyle UK Daniel L. Dees Michael J. Brandmeyer Mark F. Dehnert Jason H. Brauth James Del Favero Australia Clarence K. Brenan Massimo Della Ragione Italy Anne F. Brennan Sara V. Devereux Samuel S. Britton Olaf Diaz-Pintado Spain Craig W. Broderick Joseph P. DiSabato Torrey J. Browder Michele I. Docharty Steven M. Bunson Thomas M. Dowling Richard M. Campbell-Breeden UK Robert Drake-Brockman UK Philippe L. Camu Belgium Iain N. Drayton UK Tavis Cannell UK/Ireland Donald J. Duet Thomas J. Carella Alessandro Dusi Italy

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ITEM 6 ITEM 6 ITEM 1 Citizenship ITEM 1 Citizenship ---------------------------- (United States ---------------------------- (United States unless otherwise unless otherwise Names of Reporting Persons indicated) Names of Reporting Persons indicated) ---------------------------- ---------------- ---------------------------- ---------------- Isabelle Ealet France Andrew M. Gordon Kenneth M. Eberts III Jason A. Gottlieb David P. Eisman Michael J. Graziano Charalampos Eliades Greece Bradley J. Gross UK/USA James Ellery UK Peter Gross Kathleen G. Elsesser Celeste A. Guth Edward A. Emerson Argentina/UK Anthony Gutman UK/USA James P. Esposito Elizabeth M. Hammack Michael P. Esposito Joanne Hannaford UK Antonio F. Esteves Portugal Julie A. Harris Carl Faker France/Lebanon Jan Hatzius Germany Elizabeth C. Fascitelli Michael L. Hensch Douglas L. Feagin Edouard Hervey France Stephan J. Feldgoise Matthias Hieber Austria Patrick J. Fels Charles P. Himmelberg Benjamin W. Ferguson Martin Hintze Germany Carlos Fernandez-Aller Spain Kenneth L. Hirsch Jonathan H. Fine UK/USA Kenneth W. Hitchner Wolfgang Fink Germany Todd Hohman Samuel W. Finkelstein Simon N. Holden UK Peter E. Finn Dane E. Holmes David A. Fishman Ning Hong China Elisabeth Fontenelli Sean C. Hoover Colleen A. Foster Ericka T. Horan Sheara J. Fredman Shin Horie Japan Matthew T. Fremont-Smith Russell W. Horwitz Christopher G. French UK James P. Houghton UK David A. Friedland Ronald Hua Taiwan/USA Richard A. Friedman Paul J. Huchro Johannes P. Fritze Germany/USA Pierre Hudry France Dino Fusco Ming Yunn Stephanie Hui UK/Hong Kong Jacques Gabillon France Irfan S. Hussain Pakistan Sean J. Gallagher Hidehiro Imatsu Japan Gonzalo R. Garcia Chile Timothy J. Ingrassia James R. Garman UK William L. Jacob III Micheal H. Garriott Christian W. Johnston Australia Francesco U. Garzarelli Italy Andrew J. Jonas Matthew R. Gibson Adrian M. Jones Ireland Jeffrey M. Gido Eric S. Jordan Gary T. Giglio Roy R. Joseph Guyana Michelle Gill Pierre-Emmanuel Y. Juillard France Nick V. Giovanni Andrew J. Kaiser John L. Glover III Etsuko Kanayama Japan Justin G. Gmelich Vijay M. Karnani India Richard J. Gnodde Ireland/South Alan S. Kava Africa Kevin G. Kelly Cyril J. Goddeeris Canada Christopher Keogh Jeffrey B. Goldenberg Tammy A. Kiely Alexander S. Golten UK John J. Kim

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ITEM 6 ITEM 6 ITEM 1 Citizenship ITEM 1 Citizenship ---------------------------- (United States ---------------------------- (United States unless otherwise unless otherwise Names of Reporting Persons indicated) Names of Reporting Persons indicated) ---------------------------- ---------------- ---------------------------- ---------------- Robert C. King, Jr. Alison J. Mass Hideki Kinuhata Japan Robert A. Mass Shigeki Kiritani Japan Kathy M. Matsui Marie Louise Kirk Denmark Joseph S. Mauro Maxim B. Klimov Ukraine Alastair J.C. Maxwell UK Edward C. Knight UK John J. McCabe Michael E. Koester Matthew B. McClure UK J. Christopher A. Kojima Canada/USA Dermot W. McDonogh Ireland Adam M. Korn Charles M. McGarraugh David J. Kostin John J. McGuire, Jr. Jorg H. Kukies Germany John W. McMahon Meena K. Lakdawala James A. McNamara Eric S. Lane Richard P. McNeil Jamaica/USA Andre Laport Ribeiro Brazil Sanjeev K. Mehra Nyron Z. Latif Avinash Mehrotra Hugh J. Lawson Ali S. Melli Saint Kitts and Scott L. Lebovitz Nevis Brian J. Lee Jonathan M. Meltzer George C. Lee Xavier C. Menguy France Gregory P. Lee Anthony J. Miller Australia Ronald Lee David D. Miller David A. Lehman Milton R. Millman III Tim Leissner Brazil/Germany Christopher Milner UK Todd W. Leland Christina P. Minnis Laurent Lellouche France Kayhan Mirza Canada Gregg R. Lemkau Peeyush Misra India Deborah R. Leone Bryan P. Mix Eugene H. Leouzon France Masanori Mochida Japan John R. Levene UK Timothy H. Moe Ireland Brian T. Levine Philip J. Moffitt Australia Gwen R. Libstag Atosa Moini Iran Dirk L. Lievens Belgium Joseph Montesano Ryan D. Limaye Ricardo Mora Luca M. Lombardi Italy J. Ronald Morgan III Victor M. Lopez-Balboa Simon P. Morris UK Kyriacos Loupis Cyprus/USA Thomas C. Morrow David B. Ludwig Sharmin Mossavar-Rahmani UK Peter J. Lyon Eric D. Muller Paula B. Madoff Takashi Murata Japan John G. Madsen Marc O. Nachmann Raja Mahajan Ezra Nahum France/USA John A. Mahoney Amol S. Naik India/USA Puneet Malhi UK Manikandan Natarajan India Raghav Maliah India Jyothsna Natauri Matthew F. Mallgrave Una M. Neary John V. Mallory Jeffrey P. Nedelman Richard M. Manley UK Gavin G. O'Connor David M. Marcinek Fergal J. O'Driscoll Ireland Michael C. J. Marsh UK Gregory G. Olafson Canada

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ITEM 6 ITEM 6 ITEM 1 Citizenship ITEM 1 Citizenship ----------------------------- (United States ---------------------------- (United States unless otherwise unless otherwise Names of Reporting Persons indicated) Names of Reporting Persons indicated) ----------------------------- ---------------- ---------------------------- ---------------- Brett A. Olsher UK/USA Peter C. Russell Jernej Omahen Slovenia Paul M. Russo Timothy J. O'Neill Colin J. Ryan Ireland Lisa Opoku Ankur A. Sahu India Peter C. Oppenheimer UK Guy E. Saidenberg France Gerald B. Ouderkirk III Pablo J. Salame Craig W. Packer Julian Salisbury UK Gregory K. Palm Yann Samuelides France Konstantinos N. Pantazopoulos Greece Luke A. Sarsfield III James R. Paradise UK Susan J. Scher Paul Gray Parker Stephen M. Scherr Francesco Pascuzzi Italy Clare R. Scherrer Anthony W. Pasquariello Joshua S. Schiffrin Sheila H. Patel Jeffrey W. Schroeder Nirubhan Pathmanabhan UK Carsten Schwarting Germany Jonathan Mark Penkin UK/South Africa Harvey M. Schwartz David B. Philip Mark Schwartz Nicholas W. Phillips UK David A. Schwimmer Richard Phillips Australia Stephen B. Scobie UK Stephen R. Pierce John A. Sebastian Hugh R. Pill UK Peter A. Seccia Michelle H. Pinggera UK Peter D. Selman UK Kenneth A. Pontarelli Gaurav Seth India Ellen R. Porges Kunal K. Shah UK Dmitri Potishko Australia Konstantin A. Shakhnovich Dina Powell Heather K. Shemilt Canada Gilberto Pozzi Italy Michael S. Sherwood UK Robert Pulford UK Michael H. Siegel Lorin P. Radtke Richard L. Siewert, Jr. John J. Rafter Ireland Suhail A. Sikhtian Sumit Rajpal Jason E. Silvers Richard N. Ramsden UK Gavin Simms UK Sara E. Recktenwald Michael L. Simpson Andrew K. Rennie Australia/UK Kristin O. Smith James H. Reynolds France Marshall Smith Sean D. Rice Michael Smith Australia Kate D. Richdale UK Sarah E. Smith UK Michael J. Richman David M. Solomon Francois J. Rigou France Mark R. Sorrell UK Michael Rimland Theodore T. Sotir Lora J. Robertson Christoph W. Stanger Austria Elizabeth E. Robinson Esta E. Stecher Scott M. Rofey Laurence Stein South Africa/USA John F. W. Rogers Kevin M. Sterling Scott A. Romanoff John D. Storey Australia Johannes Rombouts The Netherlands Patrick M. Street UK Michael E. Ronen Germany/Israel Steven H. Strongin Simon A. Rothery Australia Joseph Struzziery III Jami Rubin Umesh Subramanian India

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ITEM 6 ITEM 6 ITEM 1 Citizenship ITEM 1 Citizenship ---------------------------- (United States ---------------------------- (United States unless otherwise unless otherwise Names of Reporting Persons indicated) Names of Reporting Persons indicated) ---------------------------- ---------------- ---------------------------- ---------------- Ram K. Sundaram India Matthew P. Verrochi Damian E. Sutcliffe UK/USA Jeffrey L. Verschleiser Robert J. Sweeney Robin A. Vince UK/USA Michael S. Swell Andrea A. Vittorelli Italy Michael J. Swenson Alejandro Vollbrechthausen Mexico Joseph D. Swift John E. Waldron Gene T. Sykes Paul Walker Harit Talwar Alasdair J. Warren UK Megan M. Taylor Simon R. Watson UK Teresa Teague Toby C. Watson UK Thomas D. Teles Martin M. Werner Mexico Pawan Tewari Owen O. West Ryan J. Thall Matthew Westerman UK Ben W. Thorpe UK Ronnie A. Wexler Oliver Thym Germany Elisha Wiesel Joseph K. Todd David D. Wildermuth Klaus B. Toft Denmark John S. Willian Hiroyuki Tomokiyo Japan Andrew F. Wilson New Zealand Thomas Tormey Steve Windsor UK Frederick Towfigh Andrew E. Wolff Donald J. Truesdale Kent J. Wosepka Kenro Tsutsumi Japan Denise A. Wyllie UK Richard J. Tufft UK Yoshihiko Yano Japan Eiji Ueda Japan Shinichi Yokote Japan Toshihiko Umetani Japan W. Thomas York, Jr. Mark A. Van Wyk Wassim G. Younan Lebanon/UK Jonathan R. Vanica Paul M. Young Ashok Varadhan Paolo Zannoni Italy John J. Vaske Xiaoyin Zhang China/Hong Kong Christoph Vedral Germany Xing Zhang China Andrea Vella Italy Han Song Zhu China Philip J. Venables UK/USA Adam J. Zotkow Rajesh Venkataramani Simone Verri Italy

-7- Reporting Entities

ITEM 1 ITEM 6 Name of Establishing Name of Entity Type of Entity Place of Organization Covered Person ------------------------------------- -------------- --------------------- ----------------------------- 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. 90 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. 90 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 15, 2015 (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 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 27, 2015. (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 described below under "Information Regarding the Shareholders' Committee" (the "Participating Managing Directors"). -10- 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"). Effective January 15, 2015 (the "Effective Date"), in connection with GS Inc.'s implementation of stock ownership guidelines (the "Guidelines") for its senior executive officers, the transfer restrictions in the Shareholders' Agreement applicable to certain senior officers designated by the Shareholders' Committee (the "Special Transfer Restrictions" and, together with the General Transfer Restrictions, the "Transfer Restrictions") were amended to require such officers to retain sole beneficial ownership of a number of shares of Common Stock at least equal to 50% of the increase (or, if such Covered Person is then the chief executive officer of GS Inc., 75% of the increase) in Covered Shares received by or delivered to such Covered Person following the Effective Date. The prior Special Transfer Restrictions, which required each senior officer to retain 75% of his or her Covered Shares, will continue to apply to deliveries made prior to the Effective Date. The Guidelines require that the Corporation's chief executive officer hold shares of common stock equal to 10 times his or her base salary and each other senior executive officer hold shares of common stock equal to 6 times his or her base salary. The same shares may be used to satisfy the Guidelines, 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, 7,581,243 shares of Common Stock are subject to the Transfer Restrictions as of November 27, 2015. -11- In the case of a third-party tender or exchange offer, the Transfer Restrictions may be waived or terminated: if the board of directors is recommending acceptance or is not making any recommendation with respect to acceptance of the tender or exchange offer, by a majority of the outstanding Covered Shares; or if the board of directors is recommending rejection of the tender or exchange offer, by 66 2/3% of the outstanding Covered Shares. In the case of a tender or exchange offer by GS Inc., a majority of the outstanding Covered Shares may also waive or terminate the Transfer Restrictions. VOTING Prior to any vote of the shareholders of GS Inc., the Shareholders' Agreement requires a separate, preliminary vote of substantially all Voting Shares on each matter upon which a vote of the shareholders is proposed to be taken (the "Preliminary Vote"). Each Voting Share will be voted in accordance with the majority of the votes cast by the Voting Shares in the Preliminary Vote. In elections of directors, each Voting Share will be voted in 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. -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 15, 2015 (incorporated by reference to Exhibit 10.6 to GS Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (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 Name Citizenship Business Address Employment Last Five Years Sachs Group, Inc. ---- ----------- -------------------- ------------------ ---------------- ----------------- Steven M. USA 200 West Street Managing Director, None Less than 1% of Bunson New York, NY The Goldman the outstanding 10282 Sachs Group, Inc. shares of Common Stock. Michael H. UK 26 New Street, Partner, None None Richardson St. Helier, Jersey, Bedell Cristin JE4 3RA Anthony J. UK 26 New Street, Partner, None None Dessain St. Helier, Jersey, Bedell Cristin JE4 3RA

-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 7,921,878 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 January 26, 2016, 7,482,465 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 27, 2015. 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 $) -------------- ---------------- ---------------- --------------- Donald J. Casturo October 16, 2015 1,000 185.0000 Julie A. Harris* October 16, 2015 673 185.5000 Gregg R. Lemkau October 16, 2015 902 184.0301 Dina Powell October 16, 2015 1 185.8400 Michael Smith October 16, 2015 1,000 186.0000 Philippe L. Camu October 19, 2015 1,254 183.4800 Michael D. Daffey October 19, 2015 8,000 185.4224 Michael C. J. Marsh October 19, 2015 600 183.4800 John J. McCabe October 19, 2015 200 184.5400 John J. McCabe October 19, 2015 500 185.1000 Atosa Moini October 19, 2015 500 186.0000 David M. Solomon October 19, 2015 2,700 185.6311 Edouard Hervey October 20, 2015 7,225 184.9402 Harit Talwar October 21, 2015 25 183.5900 Karen R. Cook October 26, 2015 13,000 187.6171 Richard N. Cormack October 26, 2015 2,225 187.0517 Isabelle Ealet October 26, 2015 1,000 187.5280 John J. McCabe October 26, 2015 500 187.3060 John J. McCabe October 26, 2015 1,000 187.3850 John J. McCabe October 26, 2015 1,000 187.4713 Atosa Moini October 26, 2015 500 188.0000 Isabelle Ealet October 28, 2015 2,000 187.0000 Isabelle Ealet October 28, 2015 2,000 187.9790 Isabelle Ealet October 28, 2015 2,000 189.0000 Charalampos Eliades October 28, 2015 168 190.5500 Charalampos Eliades October 28, 2015 1,129 190.6601 Alexander S. Golten October 28, 2015 500 190.0000 Christopher Keogh October 28, 2015 228 188.7500 Atosa Moini October 28, 2015 500 190.0000 Michael Smith October 28, 2015 350 186.9400 Isabelle Ealet October 29, 2015 2,000 191.0000 David A. Fishman October 29, 2015 700 190.3100 David M. Solomon October 29, 2015 2,630 190.0732 David M. Solomon* October 29, 2015 1,050 190.0732 Christopher G. French November 2, 2015 1,754 190.0000 Alison J. Mass* November 2, 2015 5,995 188.4992 Ram K. Sundaram* November 3, 2015 2,500 191.4355 David D. Wildermuth November 3, 2015 500 190.4620 Isabelle Ealet November 4, 2015 2,000 192.0000 George C. Lee II* November 4, 2015 2,300 191.5249 George C. Lee II* November 5, 2015 121 192.3500 Richard M. Manley November 4, 2015 1,000 190.6250 -19- Price Per Share Covered Person Trade Date Number of Shares (in $) -------------- ----------------- ---------------- --------------- Jernej Omahen November 5, 2015 304 191.0500 Jernej Omahen November 5, 2015 499 191.0600 Ram K. Sundaram* November 5, 2015 2,500 191.9454 Philippe L. Camu November 6, 2015 2,400 198.1651 Isabelle Ealet November 6, 2015 2,000 196.0900 Isabelle Ealet November 6, 2015 2,000 198.4601 Isabelle Ealet November 6, 2015 1,000 199.0000 Atosa Moini November 6, 2015 213 196.0900 David B. Philip November 6, 2015 2,750 198.5185 Simon R. Watson November 6, 2015 691 197.9500 Andrew E. Wolff November 6, 2015 1,000 197.9620 Fadi Abuali* November 9, 2015 500 197.5660 Fadi Abuali* November 9, 2015 500 199.0400 Christopher A. Cole November 9, 2015 1,059 199.0400 Christopher A. Cole* November 9, 2015 4,940 199.0400 Kathleen G. Elsesser November 9, 2015 593 196.8969 Jeffrey B. Goldenberg November 9, 2015 1,000 199.0400 Scott M. Rofey November 9, 2015 750 196.9413 Stephanie E. Cohen November 10, 2015 866 196.2051 Mark F. Dehnert* November 11, 2015 23,250 197.5845 Kathleen G. Elsesser November 11, 2015 693 197.4302 Isabelle Ealet November 17, 2015 1,000 192.0163 Isabelle Ealet November 18, 2015 1,289 192.7796 Isabelle Ealet November 18, 2015 711 192.8034 Laurent Lellouche November 18, 2015 2,493 192.5000 John J. Vaske November 18, 2015 5,000 192.3196 Tavis Cannell November 19, 2015 500 192.3400 Isabelle Ealet November 19, 2015 2,360 193.0000 Deborah R. Leone November 19, 2015 4,180 193.1851 David M. Marcinek November 19, 2015 2,578 193.2258 Julian Salisbury November 19, 2015 7,771 193.1751 John J. Vaske November 19, 2015 2,500 193.6646 Richard A. Friedman* November 23, 2015 60,000 189.3499 Benjamin W. Ferguson November 24, 2015 310 187.7300 Paul R. Aaron November 25, 2015 800 188.8669 Fadi Abuali* November 25, 2015 314 188.6500 Fadi Abuali* November 25, 2015 100 189.1400 Charles F. Adams* November 25, 2015 525 189.3319 John J. McCabe November 25, 2015 374 189.1127 Joseph D. Swift November 25, 2015 2,249 189.1638 Kathleen G. Elsesser November 27, 2015 1,250 191.0000 Laurent Lellouche November 27, 2015 4,306 190.5470 Eugene H. Leouzon November 27, 2015 1,500 190.9427 John J. McCabe November 27, 2015 1,000 190.7480 Peter C. Oppenheimer November 27, 2015 1,000 189.3105 Frederick Towfigh November 27, 2015 1,134 190.1784 Yoshihiko Yano November 27, 2015 2,911 189.1600 * This transaction was conducted through an estate planning entity or private charitable foundation and relates to Other Shares. -20- 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 $) -------------- ----------------- ---------------- --------------- Fadi Abuali* November 24, 2015 207 188.2831 * This transaction was conducted through an estate planning entity or private charitable foundation and relates to Other Shares. 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 -------------- ----------------- ---------------- -------------- David M. Marcinek October 20, 2015 163 Disposition E. Gerald Corrigan October 22, 2015 2,059 Disposition E. Gerald Corrigan* October 22, 2015 2,059 Disposition Anthony H. Carpet November 6, 2015 300 Disposition Timothy J. Ingrassia November 6, 2015 53 Disposition Timothy J. Ingrassia November 9, 2015 25 Disposition Una M. Neary November 17, 2015 131 Disposition Anthony H. Carpet November 20, 2015 300 Disposition Anthony H. Carpet November 25, 2015 300 Disposition Thomas W. Cornacchia November 25, 2015 5,200 Disposition * This transaction was conducted through an estate planning entity or private charitable foundation and relates to Other Shares. 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:

Number Strike Number Number of Price of Shares Sales Price of Shares Covered Person Date of Exercise Options (in $) Withheld (in $) Sold -------------- ----------------- ------- ------ --------- ----------- --------- Hidehiro Imatsu October 21, 2015 1,799 78.78 976 185.5100 823 Elizabeth E. Robinson November 3, 2015 13,367 78.78 9,915 189.6800 3,452 Hidehiro Imatsu November 4, 2015 10,000 78.78 5,330 190.6900 4,670 Christopher A. Cole November 10, 2015 5,000 78.78 3,549 196.7600 1,451 Kathleen G. Elsesser November 10, 2015 4,900 78.78 3,602 196.7600 1,298 Hidehiro Imatsu November 10, 2015 50,000 78.78 26,142 196.7600 23,858 Gregg R. Lemkau November 10, 2015 1,617 78.78 1,131 196.7600 486 Kathleen G. Elsesser November 12, 2015 5,719 78.78 4,201 197.3900 1,518 Hidehiro Imatsu November 13, 2015 8 78.78 5 192.7700 3 Hidehiro Imatsu November 13, 2015 29,992 78.78 15,879 192.7700 14,113 Hidehiro Imatsu November 17, 2015 20,000 78.78 10,610 192.1600 9,390 Isabelle Ealet November 20, 2015 20,000 78.78 13,727 193.0300 6,273 Lloyd C. Blankfein November 23, 2015 1,750 131.64 0 189.9855 1,750 Gary D. Cohn November 23, 2015 13,097 131.64 0 189.9855 13,097 Gregory K. Palm November 23, 2015 10,368 131.64 0 189.9855 10,368 David M. Solomon November 23, 2015 16,500 131.64 0 189.9855 16,500 Lloyd C. Blankfein November 24, 2015 1,750 131.64 0 188.3416 1,750 Gary D. Cohn November 24, 2015 13,097 131.64 0 188.3416 13,097 Isabelle Ealet November 24, 2015 20,000 78.78 13,814 189.1900 6,186 Gregory K. Palm November 24, 2015 10,368 131.64 0 188.3416 10,368

-21-

Number Strike Number Number of Price of Shares Sales Price of Shares Covered Person Date of Exercise Options (in $) Withheld (in $) Sold -------------- ----------------- ------- ------ --------- ----------- --------- David M. Solomon November 24, 2015 16,500 131.64 0 188.3416 16,500 Lloyd C. Blankfein November 25, 2015 1,750 131.64 0 189.1200 1,750 Gary D. Cohn November 25, 2015 13,096 131.64 0 189.1200 13,096 Isabelle Ealet November 25, 2015 30,000 78.78 20,740 188.6700 9,260 Benjamin W. Ferguson November 25, 2015 4,442 78.78 1,855 188.6700 2,587 Benjamin W. Ferguson November 25, 2015 11,568 78.78 4,831 188.6700 6,737 Gregory K. Palm November 25, 2015 10,367 131.64 0 189.1200 10,367 David M. Solomon November 25, 2015 16,500 131.64 0 189.1200 16,500 Shinichi Yokote November 25, 2015 1,700 78.78 1,165 188.6700 535 Paul R. Aaron November 27, 2015 2,236 78.78 1,660 189.1500 576 Isabelle Ealet November 27, 2015 10,000 78.78 6,908 189.1500 3,092 Hidehiro Imatsu November 27, 2015 50,000 78.78 26,783 189.1500 23,217

-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. The following sets forth the terms of options that were in place on November 27, 2015: Strike Instrument and Number of Price Covered Person Position Shares (in $) Maturity Date -------------- -------------- --------- ------ ---------------- Gregory A. Agran Call Written 18,700 200 January 15, 2016 Michael J. Carr Call Written 10,000 205 January 15, 2016 Michael J. Carr * Call Written 4,000 205 January 15, 2016 Mark F. Dehnert Call Written 34,200 220 January 20, 2017 Michelle Gill Call Written 3,000 200 January 15, 2016 Michelle Gill Call Written 10,000 205 January 15, 2016 Michael L. Hensch Call Written 7,700 195 January 15, 2016 Todd Hohman Call Written 16,600 215 January 15, 2016 Ming Yunn Stephanie Hui * Call Written 4,800 220 January 15, 2016 Ming Yunn Stephanie Hui * Call Written 5,000 200 April 15, 2016 Luca M. Lombardi Call Written 1,700 195 January 15, 2016 Avinash Mehrotra Call Written 3,000 200 January 15, 2016 Avinash Mehrotra Call Written 3,000 205 January 15, 2016 Peeyush Misra Call Written 600 200 January 15, 2016 Simon P. Morris Call Written 60,000 210 January 15, 2016 Kenneth A. Pontarelli Call Written 5,000 190 January 15, 2016 Kenneth A. Pontarelli Call Written 5,000 200 April 15, 2016 Scott A. Romanoff Call Written 3,200 180 January 15, 2016 Kristin O. Smith Call Written 1,000 205 January 15, 2016 Kristin O. Smith Call Written 900 205 April 15, 2016 Andrea Vella Call Written 50,000 215 January 15, 2016 Martin M. Werner * Call Written 10,000 215 January 15, 2016 Martin M. Werner * Call Written 10,000 225 April 15, 2016 * This transaction was conducted through an estate planning entity or private charitable foundation 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: December 9, 2015 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 15, 2015 (incorporated by reference to Exhibit 10.6 to GS Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (File No. 001-14965)).