SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
File No. 005-56295
SCHEDULE 13D/A
(Rule 13d-101)
Amendment No. 89
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)
October 1, 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
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1. NAMES OF REPORTING PERSONS: Each of the persons identified on
Appendix A.
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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]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS: OO and PF (Applies to each person listed on
Appendix A.)
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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.)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION United States unless otherwise indicated on
Appendix A.
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7. SOLE VOTING POWER: 0
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8. SHARED VOTING POWER (See Item 6) (Applies to each person listed on Appendix
NUMBER OF A.)
SHARES 18,106,916 Voting Shares/2/ held by Covered Persons
BENEFICIALLY 9,983 Shared Ownership Shares held by Covered Persons/3/
OWNED BY 8,339,369 Sixty Day Shares held by Covered Persons/4/
EACH 2,407,092 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
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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%.
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,863,360
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [_]
SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.62%
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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
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/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) 225,680 shares of Common Stock held by 14
private charitable foundations established by 14 Covered Persons;
(ii) 2,178,031 shares of Common Stock held by certain family members of
Covered Persons and by certain estate planning entities established by
Covered Persons; and (iii) 3,381 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.
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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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-4-
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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-6-
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
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-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
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-8-
This Amendment No. 89 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. 89 is being filed primarily because the number
of shares of Common Stock (as defined in Item 1 below) beneficially owned by
Covered Persons (as defined in Item 2 below) has decreased by an amount in
excess of one percent of the total number of shares of Common Stock outstanding.
ITEM 1. Security and Issuer
This Schedule relates to the Common Stock, par value $.01 per share
(the "Common Stock"), of The Goldman Sachs Group, Inc. ("GS Inc."), a Delaware
corporation. The address of the principal executive offices of GS Inc. is 200
West Street, New York, New York 10282.
ITEM 2. Identity and Background
(a), (b), (c), (f) The cover page to this Schedule and Appendix A
hereto contain the names of the individuals ("Covered Persons") who are parties
to an Amended and Restated Shareholders' Agreement, originally dated as of
May 7, 1999 and amended and restated effective as of January 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.
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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 October 1, 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
-10-
described below under "Information Regarding the Shareholders' Committee" (the
"Participating Managing Directors").
The "Voting Shares" include all of the shares of Common Stock of which
a Covered Person (or, in approved cases, his or her spouse or domestic partner)
is the sole beneficial owner (excluding shares of Common Stock held by the
trust underlying The Goldman Sachs 401(k) Plan). The interest of a spouse or
domestic partner in a joint account, an economic interest of GS Inc. as
pledgee, and the interest of certain persons in the Reporting Entities and
other approved estate planning vehicles will be disregarded for the purposes of
determining whether a Covered Person is the sole beneficial owner of shares of
Common Stock.
TRANSFER RESTRICTIONS
Each Covered Person has agreed in the Shareholders' Agreement, among
other things, to retain sole beneficial ownership of a number of shares of
Common Stock at least equal to 25% of such Covered Person's Covered Shares (as
defined below); provided, that with respect to 2009 year-end equity awards
granted in accordance with the equity deferral table approved by the board of
directors or its Compensation Committee, such number shall equal 30% of the
Covered Shares relating thereto (the "General Transfer Restrictions").
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, 7,567,603 shares of Common Stock are subject to the
Transfer Restrictions as of October 1, 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-
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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.
As of October 1, 2015, certain Covered Persons were parties to sales plans
intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934,
as amended, pursuant to which such Covered Persons or their estate planning
entities may in the future sell up to 47,242 Covered Shares and exercise up to
125,143 Options in the aggregate.
-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 8,339,369 shares of Common Stock are deliverable to Covered
Persons upon the exercise of stock options that have vested and are
exercisable. This share amount includes the gross number of shares of Common
Stock underlying these options, 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 October 1, 2015. Upon exercise of stock options, a net amount
of shares will be actually delivered to the Covered Person, with some shares
withheld for tax payments, to fund the option strike price or for other
reasons. The net shares delivered to the Covered Person will continue to be
included in the aggregate number of shares beneficially owned by the Covered
Persons. The withheld shares will cease to be beneficially owned by any Covered
Person, and will no longer be included in the aggregate number of shares
beneficially owned by Covered Persons.
Prior to delivery, the shares are included in Sixty Day Shares because the
Covered Persons do not have the right to vote the shares. Upon delivery, the
shares become Voting Shares.
-18-
ANNEX E
ITEM 5(C). DESCRIPTION OF ALL TRANSACTIONS IN THE COMMON STOCK EFFECTED BY
COVERED PERSONS OR REPORTING ENTITIES IN THE PAST 60 DAYS AND NOT
PREVIOUSLY REPORTED ON SCHEDULE 13D.
The following sales of Voting Shares were made by the following Covered Persons
or Reporting Entities through one or more subsidiaries of GS Inc. for cash on
the New York Stock Exchange or by delivery to counterparties upon settlement of
derivative transactions:
Price Per Share
Covered Person Trade Date Number of Shares (in $)
-------------- --------------- ---------------- ---------------
Lora J. Robertson August 3, 2015 1,460 204.8256
Alessandro Dusi August 4, 2015 500 207.0000
Alessandro Dusi August 4, 2015 500 206.4100
Brett A. Olsher August 4, 2015 4,102 205.9495
Robert A. Mass August 5, 2015 890 207.0994
Sean C. Hoover August 6, 2015 1,420 205.3117
Kunal K. Shah August 6, 2015 875 205.9534
Kunal K. Shah August 6, 2015 1,000 206.0413
Kunal K. Shah August 6, 2015 1,000 205.9120
Richard J. Tufft August 6, 2015 250 205.8540
Sheila H. Patel August 7, 2015 186 203.4000
Jeffrey L. Verschleiser August 7, 2015 5,422 203.2999
David M. Solomon August 10, 2015 2,430 205.9193
Andrew E. Wolff August 10, 2015 1,500 206.2000
Kathy M. Koll August 11, 2015 17 203.1000
Peter A. Seccia August 11, 2015 745 201.5700
Robert Drake-Brockman August 12, 2015 1,146 198.8479
Wolfgang Fink August 12, 2015 3,000 199.6200
Lora J. Robertson August 17, 2015 1,461 202.6052
Andrew E. Wolff August 27, 2015 1,500 188.2000
Julie A. Harris* August 28, 2015 674 188.0200
James H. Reynolds August 28, 2015 250 187.9040
|
* This transaction was conducted through an estate planning entity or private
charitable foundation and relates to Other Shares.
The following purchases of Voting Shares were made by the following Covered
Persons through one or more subsidiaries of GS Inc. for cash on the New York
Stock Exchange:
Price Per Share
Covered Person Trade Date Number of Shares (in $)
-------------- --------------- ---------------- ---------------
Andrea Vella August 20, 2015 35,000 198.4946
Andrea Vella August 21, 2015 35,000 190.5210
Andrea Vella August 24, 2015 30,000 181.8890
Alison J. Mass* August 26, 2015 5,995 180.0673
|
* 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:
-19-
Number of Acquisition or
Covered Person Transfer Date Shares Disposition
-------------- --------------- --------- --------------
Gene T. Sykes* August 14, 2015 3,500 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
-------------- ---------------- ------- ------ --------- ----------- ---------
David M. Solomon August 17, 2015 16,500 131.64 0 202.3927 16,500
John S. Willian August 27, 2015 20,000 78.78 14,453 184.4000 5,547
John S. Willian August 28, 2015 20,000 78.78 14,362 188.5600 5,638
|
-20-
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 October 1, 2015:
Strike
Instrument and Number of Price
Covered Person Position Shares (in $) Maturity Date
-------------- -------------- --------- ------ ----------------
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 3,000 215 October 16, 2015
Michelle Gill Call Written 10,000 230 October 16, 2015
Michael L. Hensch Call Written 7,700 205 October 16, 2015
Todd Hohman Call Written 16,600 215 January 15, 2016
Ming Yunn Stephanie Hui* Call Written 4,800 220 January 15, 2016
Luca M. Lombardi Call Written 1,900 210 October 16, 2015
Avinash Mehrotra Call Written 3,000 205 October 16, 2015
Avinash Mehrotra Call Written 3,000 210 October 16, 2015
Peeyush Misra Call Written 600 200 January 15, 2016
Kenneth A. Pontarelli Call Written 5,000 190 January 15, 2016
Kenneth A. Pontarelli Call Written 5,000 200 October 16, 2015
Scott A. Romanoff Call Written 3,200 180 January 15, 2016
Kristin O. Smith Call Written 500 210 January 15, 2016
Kristin O. Smith Call Written 1,000 205 January 15, 2016
Kristin O. Smith Call Written 400 205 October 16, 2015
Martin M. Werner* Call Written 10,000 215 January 15, 2016
Martin M. Werner* Call Written 10,000 215 October 16, 2015
|
* This transaction was conducted through an estate planning entity or private
charitable foundation and relates to Other Shares.
-21-
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: October 9, 2015
By: /s/ Beverly L. O'Toole
-----------------------------
Name: Beverly L. O'Toole
Title: Attorney-in-Fact
|
-22-
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)).
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