0000769993-17-000366.txt : 20170214
0000769993-17-000366.hdr.sgml : 20170214
20170213184510
ACCESSION NUMBER: 0000769993-17-000366
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20170214
DATE AS OF CHANGE: 20170213
GROUP MEMBERS: GOLDMAN, SACHS & CO.
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Gridsum Holding Inc.
CENTRAL INDEX KEY: 0001647338
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 000000000
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-89840
FILM NUMBER: 17601494
BUSINESS ADDRESS:
STREET 1: 8TH FLOOR, JADE PALACE HOTEL OFFICE BLDG
STREET 2: 76 ZHICHUN ROAD, HAIDAN DISTRICT
CITY: BEIJING
STATE: F4
ZIP: 100000
BUSINESS PHONE: 86-10-8261-9988
MAIL ADDRESS:
STREET 1: 8TH FLOOR, JADE PALACE HOTEL OFFICE BLDG
STREET 2: 76 ZHICHUN ROAD, HAIDAN DISTRICT
CITY: BEIJING
STATE: F4
ZIP: 100000
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 13G
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 13G
1
gridsumholdinginc0gscototal.txt
GRIDSUM HOLDING INC. 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _)*
Gridsum Holding Inc.
-------------------------------------------------------------------------------
(Name of Issuer)
Class B ordinary shares, par value US$0.001 per share
-------------------------------------------------------------------------------
(Title of Class of Securities)
398132100**
--------------------------------------------
(CUSIP Number)
December 31, 2016
-------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
**CUSIP represents American Depositary Shares, each representing one Class B
ordinary share.
Page 1 of 29
-----------------------
CUSIP No. 398132100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
THE GOLDMAN SACHS GROUP, INC.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
2,421,770
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
2,421,770
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,421,770
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
9.6 %
------------------------------------------------------------------------------
12. Type of Reporting Person
HC-CO
------------------------------------------------------------------------------
Page 2 of 29
-----------------------
CUSIP No. 398132100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN, SACHS & CO.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
New York
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
2,421,770
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
2,421,770
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,421,770
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
9.6 %
------------------------------------------------------------------------------
12. Type of Reporting Person
BD-PN-IA
------------------------------------------------------------------------------
Page 3 of 29
-----------------------
CUSIP No. 398132100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
1,657,444
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,657,444
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,657,444
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
6.6 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 4 of 29
-----------------------
CUSIP No. 398132100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
462,009
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
462,009
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
462,009
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.8 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 5 of 29
-----------------------
CUSIP No. 398132100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
BRIDGE STREET 2015, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
258,332
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
258,332
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
258,332
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 6 of 29
-----------------------
CUSIP No. 398132100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Bridge Street 2015 Offshore, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
96,231
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
96,231
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
96,231
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.4 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 7 of 29
-----------------------
CUSIP No. 398132100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Stone Street 2015, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
75,377
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
75,377
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
75,377
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.3 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 8 of 29
-----------------------
CUSIP No. 398132100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Stone Street 2015 Offshore, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
32,069
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
32,069
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
32,069
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 9 of 29
-----------------------
CUSIP No. 398132100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
MBD ADVISORS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
90,472
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
90,472
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
90,472
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.4 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 10 of 29
-----------------------
CUSIP No. 398132100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
MBD 2015, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
66,539
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
66,539
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
66,539
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.3 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 11 of 29
-----------------------
CUSIP No. 398132100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
MBD 2015 Offshore, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
23,933
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
23,933
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
23,933
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 12 of 29
Item 1(a). Name of Issuer:
Gridsum Holding Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
Jade Palace Hotel Office Building, 8th Floor
76 Zhichun Road
Haidian District, Beijing 100086
People's Republic of China
Item 2(a). Name of Persons Filing:
THE GOLDMAN SACHS GROUP, INC.
GOLDMAN, SACHS & CO.
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
BRIDGE STREET 2015, L.P.
Bridge Street 2015 Offshore, L.P.
Stone Street 2015, L.P.
Stone Street 2015 Offshore, L.P.
MBD ADVISORS, L.L.C.
MBD 2015, L.P.
MBD 2015 Offshore, L.P.
The foregoing persons are hereinafter sometimes collectively
referred to as the "Reporting Persons."
Item 2(b). Address of Principal Business Office or, if none, Residence:
THE GOLDMAN SACHS GROUP, INC., GOLDMAN, SACHS & CO.,
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.,
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.,
BRIDGE STREET 2015, L.P., Bridge Street 2015
Offshore, L.P., Stone Street 2015, L.P.,
Stone Street 2015 Offshore, L.P.,
MBD ADVISORS, L.L.C., MBD 2015, L.P.,
MBD 2015 Offshore, L.P.:
200 West Street,
New York, NY 10282
Item 2(c). Citizenship:
THE GOLDMAN SACHS GROUP, INC. - Delaware
GOLDMAN, SACHS & CO. - New York
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. - Delaware
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. - Delaware
BRIDGE STREET 2015, L.P. - Delaware
Bridge Street 2015 Offshore, L.P. - Cayman Islands
Stone Street 2015, L.P. - Delaware
Stone Street 2015 Offshore, L.P. - Cayman Islands
MBD ADVISORS, L.L.C. - Delaware
MBD 2015, L.P. - Delaware
MBD 2015 Offshore, L.P. - Cayman Islands
Item 2(d). Title of Class of Securities:
Class B ordinary shares, par value US$0.001 per share
Item 2(e). CUSIP Number:
398132100
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
(a).[_] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b).[_] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c).[_] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d).[_] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e).[_] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f).[_] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g).[_] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h).[_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i).[_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j).[_] A non-U.S.institution in accordance with
Rule 13d-1(b)(1)(ii)(J);
(k).[_] A group, in accordance with Rule 13d-1(b)(1)(ii)
(A) through (K).
If filing as a non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J), please specify the type of institution:
Page 13 of 29
Item 4. Ownership.*
(a). Amount beneficially owned:
Broad Street Principal Investments, L.L.C. directly
holds 1,657,444 Class B ordinary shares; Bridge Street
2015, L.P. directly holds 258,332 Class B ordinary
shares; Bridge Street 2015 Offshore, L.P. directly
holds 96,231 Class B ordinary shares; MBD 2015, L.P.
directly holds 66,539 Class B ordinary shares; MBD 2015
Offshore, L.P. directly holds 23,933 Class B ordinary
shares; Stone Street 2015, L.P. directly holds 75,377
Class B ordinary shares; and Stone Street 2015 Offshore,
L.P. directly holds 32,069 Class B ordinary shares (together,
the "GS Investing Entities"). Each Reporting Person other
than the GS Investing Entities may be deemed to beneficially
own the Class B ordinary shares beneficially owned by the GS
Investing Entities directly or indirectly controlled by it,
and The Goldman Sachs Group, Inc. and Goldman, Sachs & Co.
may also be deemed to beneficially own 211,845 Class B
ordinary shares in the form of American depositary shares
held by certain other investment entities of which Goldman,
Sachs & Co. acts as the investment manager.
Neither the filing of this Schedule 13G nor any of its
contents shall be deemed to constitute an admission that any
Reporting Person (other than the GS Investing Entities to
the extent they directly hold Class B ordinary shares) is
the beneficial owner of Class B ordinary shares referred
to herein for purposes of Section 13(d) of the U.S.
Securities Exchange Act of 1934, as amended (the "Act"),
or for any other purpose, and each of the Reporting Persons
expressly disclaims beneficial ownership of such Class B
ordinary shares. The filing of this statement should not be
construed to be an admission that any of the Reporting
Persons are members of a "group" for the purposes of
Sections 13(d) and 13(g) of the Act.
(b). Percent of Class:
Calculations of the percentage of Class B ordinary shares
beneficially owned are based upon 25,191,705 Class B
ordinary shares of the Issuer reported to be outstanding
after the Issuer's initial public offering pursuant to the
prospectus filed by the Issuer with the U.S. Securities
and Exchange Commission on September 23, 2016, pursuant
to Rule 424(b)(4) under the Act.
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Clients of the Reporting Person(s) have or may have the
right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, securities
held in their accounts. Clients known to have such right or
power with respect to more than 5% of the class of
securities to which this report relates are:
NONE
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
See Exhibit (99.2)
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
--------------------------
*In accordance with the Securities and Exchange Commission Release No.
34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities
beneficially owned by certain operating units (collectively, the "Goldman Sachs
Reporting Units") of The Goldman Sachs Group, Inc. and its subsidiaries and
affiliates (collectively, "GSG"). This filing does not reflect securities, if
any, beneficially owned by any operating units of GSG whose ownership of
securities is disaggregated from that of the Goldman Sachs Reporting Units in
accordance with the Release. The Goldman Sachs Reporting Units disclaim
beneficial ownership of the securities beneficially owned by (i) any client
accounts with respect to which the Goldman Sachs Reporting Units or their
employees have voting or investment discretion or both, or with respect to
which there are limits on their voting or investment authority or both and
(ii) certain investment entities of which the Goldman Sachs Reporting Units
act as the general partner, managing general partner or other manager, to the
extent interests in such entities are held by persons other than the Goldman
Sachs Reporting Units.
Page 14 of 29
SIGNATURE
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.
Date: February 13, 2017
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
BRIDGE STREET 2015, L.P.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
Bridge Street 2015 Offshore, L.P.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
Stone Street 2015, L.P.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
Stone Street 2015 Offshore, L.P.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
MBD ADVISORS, L.L.C.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
MBD 2015, L.P.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
MBD 2015 Offshore, L.P.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
Page 15 of 29
INDEX TO EXHIBITS
Exhibit No. Exhibit
----------- -------
99.1 Joint Filing Agreement
99.2 Item 7 Information
99.3 Power of Attorney, relating to
THE GOLDMAN SACHS GROUP, INC.
99.4 Power of Attorney, relating to
GOLDMAN, SACHS & CO.
99.5 Power of Attorney, relating to
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
99.6 Power of Attorney, relating to
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
99.7 Power of Attorney, relating to
BRIDGE STREET 2015, L.P.
99.8 Power of Attorney, relating to
Bridge Street 2015 Offshore, L.P.
99.9 Power of Attorney, relating to
Stone Street 2015, L.P.
99.10 Power of Attorney, relating to
Stone Street 2015 Offshore, L.P.
99.11 Power of Attorney, relating to
MBD ADVISORS, L.L.C.
99.12 Power of Attorney, relating to
MBD 2015, L.P.
99.13 Power of Attorney, relating to
MBD 2015 Offshore, L.P.
Page 16 of 29
EXHIBIT (99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13G (including any and all amendments thereto) with respect to the
Class B ordinary shares, par value US$0.001 per share, of Gridsum Holding Inc.
and further agree to the filing of this agreement as an Exhibit thereto.
In addition, each party to this Agreement expressly authorizes each other party
to this Agreement to file on its behalf any and all amendments to such Statement
on Schedule 13G.
Date: February 13, 2017
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
BRIDGE STREET 2015, L.P.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
Bridge Street 2015 Offshore, L.P.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
Stone Street 2015, L.P.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
Stone Street 2015 Offshore, L.P.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
MBD ADVISORS, L.L.C.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
MBD 2015, L.P.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
MBD 2015 Offshore, L.P.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
Page 17 of 29
EXHIBIT (99.2)
ITEM 7 INFORMATION
The securities being reported on by The Goldman Sachs Group, Inc.
("GS Group"), as a parent holding company, are owned by Bridge Street 2015,
L.P. Bridge Street 2015 Offshore, L.P., MBD 2015, L.P., MBD 2015 Offshore,
L.P., Stone Street 2015, L.P. and Stone Street 2015 Offshore, L.P. (together,
the "GS Investing Entities"), or are owned, or may be deemed to be
beneficially owned, by Goldman, Sachs & Co. ("Goldman Sachs"), a broker or
dealer registered under Section 15 of the Act and an investment adviser
registered under Section 203 of the U.S. Investment Advisers Act of 1940.
The general partner, managing general partner or other manager of each of
the GS Investing Entities is an affiliate of GS Group. Goldman Sachs is a
subsidiary of GS Group. Goldman Sachs is the investment manager of certain
of the GS Investing Entities.
Page 18 of 29
EXHIBIT (99.3)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the
"Company") does hereby make, constitute and appoint each of Annie Hsu, Jeremy
Kahn, Abdul Khayum, Jerry Li, and Veruna Stanescu, acting individually, its true
and lawful attorney, to execute and deliver in its name and on its behalf,
whether the Company is acting individually or as representative of others, any
and all filings required to be made by the Company pursuant to Rule 13f-1 or
Regulation 13D-G under the Securities Exchange Act of 1934, (as amended, the
"Act"), which may be required of the Company with respect to securities which
may be deemed to be beneficially owned by the Company under the Act, giving
and granting unto each said Attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company might or could
do if personally present by one of its authorized signatories, hereby ratifying
and confirming all that said Attorney-in-fact shall lawfully do or cause to be
done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
December 31, 2019 unless earlier revoked by written instrument, or in the event
an Attorney-in-fact ceases to be an employee of The Goldman Sachs Group, Inc.
or one of its affiliates or ceases to perform the function in connection with
which he or she was appointed Attorney-in-fact prior to December 31, 2019, this
Power of Attorney shall cease to have effect in relation to such Attorney-in-
fact upon such cessation but shall continue in full force and effect in relation
to the remaining Attorneys-in-fact. The Company has the unrestricted right
unilaterally to revoke the Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
This Power of Attorney supersedes the Power of Attorney granted by the Company
to Dan Deluca, Jeremy Kahn and Brian Bae on November 27, 2012.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of October 21, 2016.
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Executive Vice President and
General Counsel and Secretary of the Corporation
Page 19 of 29
EXHIBIT (99.4)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the "Company")
does hereby make, constitute and appoint each of Annie Hsu, Jeremy Kahn, Abdul
Khayum, Jerry Li, and Veruna Stanescu, acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf, whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company pursuant to Rule 13f-1 or Regulation
13D-G under the Securities Exchange Act of 1934, (as amended, the "Act"), which
may be required of the Company with respect to securities which may be deemed
to be beneficially owned by the Company under the Act, giving and granting unto
each said Attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said Attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
December 31, 2019 unless earlier revoked by written instrument, or in the event
an Attorney-in-fact ceases to be an employee of Company or one of its affiliates
or ceases to perform the function in connection with which he or she was
appointed Attorney-in-fact prior to December 31, 2019, this Power of Attorney
shall cease to have effect in relation to such Attorney-in-fact upon such
cessation but shall continue in full force and effect in relation to the
remaining Attorneys-in-fact. The Company has the unrestricted right
unilaterally to revoke the Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
This Power of Attorney supersedes the Power of Attorney granted by the Company
to Dan Deluca, Jeremy Kahn and Brian Bae on November 27, 2012.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of October 21, 2016.
GOLDMAN, SACHS & CO.
By: /s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Executive Vice President and
General Counsel and Secretary of the Corporation
Page 20 of 29
EXHIBIT (99.5)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
(the "Company") does hereby make, constitute and appoint each of Annie Hsu,
Jeremy Kahn, Abdul Khayum, Jerry Li, and Veruna Stanescu (and any other employee
of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing
by one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed
to be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
July 31st, 2016.
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory, Vice President
Page 21 of 29
EXHIBIT (99.6)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
(the "Company") does hereby make, constitute and appoint each of Annie Hsu,
Jeremy Kahn, Abdul Khayum, Jerry Li, and Veruna Stanescu (and any other employee
of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing
by one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed
to be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
July 31st, 2016.
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory, Vice President
Page 22 of 29
EXHIBIT (99.7)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS THE Bridge Street 2015, L.P., (the "Company")
does hereby make, constitute and appoint each of Annie Hsu, Jeremy Kahn, Abdul
Khayum, Jerry Li, and Veruna Stanescu (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
July 31st, 2016.
Bridge Street 2015, L.P.
By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C., its general partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory
Page 23 of 29
EXHIBIT (99.8)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS THE Bridge Street 2015 Offshore, L.P., (the
"Company") does hereby make, constitute and appoint each of Annie Hsu, Jeremy
Kahn, Abdul Khayum, Jerry Li, and Veruna Stanescu (and any other employee of The
Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one
of the attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
July 31st, 2016.
Bridge Street 2015 Offshore, L.P.
By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C., its general partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory
Page 24 of 29
EXHIBIT (99.9)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS THE Stone Street 2015, L.P. (the "Company")
does hereby make, constitute and appoint each of Annie Hsu, Jeremy Kahn, Abdul
Khayum, Jerry Li, and Veruna Stanescu (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
July 31st, 2016.
Stone Street 2015, L.P.
By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C., its general partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory
Page 25 of 29
EXHIBIT (99.10)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS THE Stone Street 2015 Offshore, L.P. (the
"Company") does hereby make, constitute and appoint each of Annie Hsu, Jeremy
Kahn, Abdul Khayum, Jerry Li, and Veruna Stanescu (and any other employee of The
Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one
of the attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
July 31st, 2016.
Stone Street 2015 Offshore, L.P.
By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C., its general partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory
Page 26 of 29
EXHIBIT (99.11)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS MBD ADVISORS, L.L.C. (the "Company") does
hereby make, constitute and appoint each of Annie Hsu, Jeremy Kahn, Abdul
Khayum, Jerry Li, and Veruna Stanescu (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
July 31st, 2016.
MBD ADVISORS, L.L.C.
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory, Vice President
Page 27 of 29
EXHIBIT (99.12)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS THE MBD 2015, L.P. (the "Company") does
hereby make, constitute and appoint each of Annie Hsu, Jeremy Kahn, Abdul
Khayum, Jerry Li, and Veruna Stanescu (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
July 31st, 2016.
MBD 2015, L.P.
By: MBD ADVISORS, L.L.C., its general partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory
Page 28 of 29
EXHIBIT (99.13)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS THE MBD 2015 Offshore, L.P. (the "Company")
does hereby make, constitute and appoint each of Annie Hsu, Jeremy Kahn, Abdul
Khayum, Jerry Li, and Veruna Stanescu (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
July 31st, 2016.
MBD 2015 Offshore, L.P.
By: MBD ADVISORS, L.L.C., its general partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory
Page 29 of 29