Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-198735
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$5,500,000
The Goldman Sachs Group, Inc.
Callable
Step-Up
Fixed Rate Notes due 2021
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We will pay you interest semi-annually on your notes at a rate of 2.00% per annum from and including April 29, 2016 to but excluding
April 29, 2019. We will pay you interest semi-annually on your notes at a rate of 2.50% per annum from and including April 29, 2019 to but excluding October 29, 2019. We will pay you interest semi-annually on your notes at a rate of
3.00% per annum from and including October 29, 2019 to but excluding April 29, 2020. We will pay you interest semi-annually on your notes at a rate of 3.50% per annum from and including April 29, 2020 to but excluding October 29,
2020. We will pay you interest semi-annually on your notes at a rate of 4.00% per annum from and including October 29, 2020 to but excluding the stated maturity date (April 29, 2021). Interest will be paid on each April 29 and
October 29. The first such payment will be made on October 29, 2016.
In addition, we may redeem the notes at our option,
in whole but not in part, on each January 29, April 29, July 29 and October 29 on or after April 29, 2017, upon five business days prior notice, at a redemption price equal to 100% of the outstanding principal amount
plus accrued and unpaid interest to but excluding the redemption date. Although the interest rate will step up during the life of your notes, you may not benefit from such increase in the interest rate if your notes are redeemed prior to the stated
maturity date.
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Per Note
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Total
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Initial price to public
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100.000%
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$
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5,500,000
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Underwriting discount
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1.106%
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$
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60,830
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Proceeds, before expenses, to The Goldman Sachs Group, Inc.
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98.894%
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$
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5,439,170
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The initial price to public set forth above does not include accrued interest, if any. Interest on the notes will accrue from April 29, 2016 and
must be paid by the purchaser if the notes are delivered after April 29, 2016. In addition to offers and sales at the initial price to public, the underwriters may offer the notes from time to time for sale in one or more transactions at market
prices prevailing at the time of sale, at prices related to market prices or at negotiated prices.
The return (whether positive or
negative) on your investment in notes will depend in part on the issue price you pay for such notes.
Neither the Securities and
Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they
obligations of, or guaranteed by, a bank.
Goldman Sachs may use this
prospectus in the initial sale of the notes. In addition, Goldman, Sachs & Co. or any other affiliate of Goldman Sachs may use this prospectus in a market-making transaction in the notes after their initial sale.
Unless Goldman Sachs or
its agent informs the purchaser otherwise in the confirmation of sale, this prospectus is being used in a market-making transaction.
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Goldman, Sachs & Co.
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Incapital LLC
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Pricing Supplement No. 4401 dated April 27, 2016.
PS-2
SPECIFIC TERMS OF THE NOTES
Please note that in this section entitled Specific Terms of the Notes, references to The
Goldman Sachs Group, Inc., we, our and us mean only The Goldman Sachs Group, Inc. and do not include any of its subsidiaries or affiliates. Also, in this section, references to holders mean The
Depository Trust Company (DTC) or its nominee and not indirect owners who own beneficial interests in notes through participants in DTC. Please review the special considerations that apply to indirect owners in the accompanying prospectus, under
Legal Ownership and Book-Entry Issuance.
This pricing supplement no. 4401 dated April 27, 2016 (pricing
supplement) and the accompanying prospectus dated December 22, 2015 (accompanying prospectus), relating to the notes, should be read together. Because the notes are part of a series of our debt securities called Medium-Term Notes, Series D,
this pricing supplement and the accompanying prospectus should also be read with the accompanying prospectus supplement, dated December 22, 2015 (accompanying prospectus supplement). Terms used but not defined in this pricing supplement have
the meanings given them in the accompanying prospectus or accompanying prospectus supplement, unless the context requires otherwise.
The notes are part of a separate series of our debt securities under our Medium-Term Notes, Series D program governed by our Senior Debt Indenture,
dated as of July 16, 2008, between us and The Bank of New York Mellon, as trustee. This pricing supplement summarizes specific terms that will apply to your notes. The terms of the notes described here supplement those described in the
accompanying prospectus supplement and accompanying prospectus and, if the terms described here are inconsistent with those described there, the terms described here are controlling.
Terms of the Callable
Step-Up
Fixed Rate Notes due 2021
Issuer:
The Goldman Sachs Group, Inc.
Principal amount:
$5,500,000
Specified currency:
U.S. dollars ($)
Type of Notes:
Fixed rate notes (notes)
Denominations:
$1,000 and integral multiples of $1,000 in excess thereof
Trade date:
April 27, 2016
Original issue date:
April 29, 2016
Stated maturity date:
April 29, 2021
Interest
rate:
2.00% per annum from and including April 29, 2016 to but excluding April 29, 2019; 2.50% per annum from and including April 29, 2019 to but excluding October 29, 2019; 3.00% per annum from and including October 29,
2019 to but excluding April 29, 2020; 3.50% per annum from and including April 29, 2020 to but excluding October 29, 2020, 4.00% per annum from and including October 29, 2020 to but excluding April 29, 2021
Supplemental discussion of U.S. federal income tax consequences:
Subject to the discussion set forth in the section referenced below regarding short-term
debt securities, it is the opinion of Sidley Austin
LLP
that interest on a note will be taxable to a U.S. holder as ordinary interest income at the time it accrues or is received in accordance with the U.S. holders normal method
of accounting for tax purposes (regardless of whether we call the notes). Upon the disposition of a note by sale, exchange, redemption or retirement (i.e., if we exercise our right to call the notes or otherwise) or other
disposition, a U.S. holder will generally recognize capital gain or loss equal to the difference, if any, between (i) the amount realized on the disposition (other than amounts attributable
to accrued but unpaid interest, which would be treated as such) and (ii) the U.S. holders adjusted tax basis in the note.
Interest payment
dates
:
April 29 and October 29 of each year, commencing on October 29, 2016 and ending on the stated maturity date
Regular record
dates:
for interest due on an interest payment date, the day immediately prior to the day on which payment is to be made (as such payment day may be adjusted under the applicable business day convention specified below)
Day count convention:
30/360
Business day:
New York
Business day convention:
following unadjusted
Redemption at option of issuer before stated
maturity:
We may redeem the notes at our option, in whole but not in part, on each January 29,
April 29, July 29 and October 29 on or after April 29, 2017, upon five business days prior notice, at a redemption price equal to 100% of the outstanding principal amount plus accrued and unpaid interest to but
excluding the redemption date
Listing:
None
ERISA:
as described under Employee Retirement Income Security Act on page 122 of the accompanying prospectus
PS-3
CUSIP no.:
38148TMC0
ISIN no.:
US38148TMC08
Form of notes:
Your notes will be issued in book-entry form and represented by a
master global note. You should read the section Legal Ownership and Book-Entry Issuance in the accompanying prospectus for more information about notes issued in book-entry form
Defeasance applies as follows:
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full defeasance
i.e
., our right to be relieved of all our obligations on the note by placing funds in trust for the holder: yes
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covenant defeasance
i.e
., our right to be relieved of specified provisions of the note by placing funds in trust for the holder: yes
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FDIC:
The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any
other governmental agency, nor are they obligations of, or guaranteed by, a bank
Calculation Agent:
Goldman, Sachs & Co.
Foreign Account Tax Compliance Act (FATCA) Withholding May Apply to Payments on Your Notes, Including as a Result of the Failure of the Bank or Broker Through
Which You Hold the Notes to Provide Information to Tax Authorities:
Please see the discussion under United States Taxation
Taxation of Debt Securities Foreign Account Tax Compliance Act (FATCA) Withholding in the accompanying prospectus for a description of the applicability of FATCA to payments made on your notes.
PS-4
ADDITIONAL INFORMATION ABOUT THE NOTES
Book-Entry System
We
will issue the notes as a master global note registered in the name of DTC, or its nominee. The sale of the notes will settle in immediately available funds through DTC. You will not be permitted to withdraw the notes from DTC except in the limited
situations described in the accompanying prospectus under Legal Ownership and Book-Entry Issuance What Is a Global Security? Holders Option to Obtain a
Non-Global
Security;
Special Situations When a Global Security Will Be Terminated. Investors may hold interests in a master global note through organizations that participate, directly or indirectly, in the DTC system.
In addition to this pricing supplement, the following provisions are hereby incorporated into the global master note: the description of the 30/360
day count convention appearing under Description of Debt Securities We May Offer Calculations of Interest on Debt Securities Interest Rates and Interest in the accompanying prospectus, the description of New York
business day appearing under Description of Debt Securities We May Offer Calculations of Interest on Debt Securities Business Days in the accompanying prospectus, the description of the following unadjusted
business day convention appearing under Description of Debt Securities We May Offer Calculations of Interest on Debt Securities Business Day Conventions in the accompanying prospectus and the section
Description of Debt Securities We May Offer Defeasance and Covenant Defeasance in the accompanying prospectus.
When We Can Redeem the Notes
We will be permitted to redeem the notes at our option before their stated maturity, as described below. The notes will not be entitled to the benefit of any sinking fund that is, we will not deposit money
on a regular basis into any separate custodial account to repay your note. In addition, you will not be entitled to require us to buy your note from you before its stated maturity.
We will have the right to redeem the notes at our option, in whole but not in part, on each January 29, April 29, July 29 and
October 29 on or after April 29, 2017, at a redemption price equal to 100% of the outstanding principal amount plus accrued and unpaid interest to but excluding the redemption date. We will provide not less than five business
days prior notice in the manner described under Description of Debt Securities We May Offer Notices in the attached prospectus. If the redemption notice is given and funds deposited as required, then interest will cease
to accrue on and after the redemption date on the notes. If any redemption date is not a business day, we will pay the redemption price on the next business day without any interest or other payment due to the delay.
What are the Tax Consequences of the Notes
You should carefully consider, among other things, the matters set forth under United States Taxation in the accompanying prospectus supplement and the accompanying prospectus. The following discussion
summarizes certain of the material U.S. federal income tax consequences of the purchase, beneficial ownership, and disposition of each of the notes. This summary supplements the section United States Taxation in the accompanying
prospectus supplement and the accompanying prospectus and is subject to the limitations and exceptions set forth therein.
As of the
original issue date, the notes should not be treated as issued with original issue discount (OID) despite the fact that the interest rate on the notes is scheduled to step-up over the term of the notes because Treasury
regulations generally deem an issuer to exercise a call option in a manner that minimizes the yield on the debt instrument for purposes of determining whether a debt instrument is issued with OID. The yield on the notes would be minimized if we call
the notes immediately before the increase in the interest rate on April 29, 2019 and therefore the notes should be treated as maturing on such date for OID purposes. This assumption is made solely for purposes of determining whether the notes
are issued with OID for U.S. federal income tax purposes, and is not an indication of our intention to call or not to call the notes at any time. If we do not call the notes prior to the increase in the interest rate then, solely for OID purposes,
the notes will be deemed to be reissued at their adjusted issue price on April 29, 2019. This deemed issuance should not give rise to taxable gain or loss to holders. The same analysis would apply to the increase in the interest rate on
October 29, 2019, April 29, 2020 and October 29, 2020. If the notes are not called on the interest payment dates occurring on April 29, 2020 or October 29, 2020 then, because the period between the interest payment
dates on April 29, 2020 or October 29, 2020 and the stated maturity date of the notes is one year or less, the notes, upon their deemed reissuance on April 29, 2020 or October 29, 2020, could be treated as short-term debt
securities for OID purposes (but not for purposes of determining the holding period of your notes). For a discussion of the U.S. federal income tax consequences to a U.S. holder of owning short-term debt securities, please review the section
entitled United States Taxation Taxation of Debt Securities United States Holders Short-Term Debt Securities in the accompanying prospectus.
Under this approach, and subject to the discussion above regarding short-term debt securities, interest on a note will be taxable to a U.S. holder
as ordinary interest income at the time it accrues or is received in accordance with the U.S. holders normal method of accounting for tax purposes (regardless of whether we call the notes).
PS-5
Upon the disposition of a note by sale, exchange, redemption or retirement (i.e., if we exercise our
right to call the notes or otherwise) or other disposition, a U.S. holder will generally recognize capital gain or loss equal to the difference, if any, between (i) the amount realized on the disposition (other than amounts attributable to
accrued but unpaid interest, which would be treated as such) and (ii) the U.S. holders adjusted tax basis in the note. A U.S. holders adjusted tax basis in a note generally will equal the cost of the note (net of accrued interest)
to the U.S. holder. The deductibility of capital losses is subject to significant limitations.
Fo
r
eign
A
c
co
u
nt
T
ax
Com
p
li
a
nce Act (FATCA) Withholding
.
Pursuant to Treasury regulations, Foreign Account Tax Compliance Act (FATCA)
withholding (as described in United States Taxation Taxation of Debt Securities Foreign Account Tax Compliance Act (FATCA) Withholding in the accompanying prospectus) will generally apply to obligations that are
issued on or after July 1, 2014; therefore, the notes will generally be subject to FATCA withholding. However, according to published guidance, the withholding tax described above will not apply to payments of gross proceeds from the sale, exchange,
redemption or other disposition of the notes made before January 1, 2019.
PS-6
SUPPLEMENTAL PLAN OF DISTRIBUTION
The Goldman Sachs Group, Inc. and the underwriters for this offering named below have entered into a distribution agreement with respect to the
notes. Subject to certain conditions, each underwriter named below has severally agreed to purchase the principal amount of notes indicated in the following table.
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Underwriters
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Principal Amount
of Notes
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Goldman, Sachs & Co.
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$
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2,750,000
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Incapital LLC
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2,750,000
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Total
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$
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5,500,000
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Notes sold by the underwriters to the public will initially be offered at the initial price to public set forth on
the cover of this pricing supplement. The underwriters intend to purchase the notes from The Goldman Sachs Group, Inc. at a purchase price equal to the initial price to public less a discount of 1.106% of the principal amount of the notes. Any notes
sold by the underwriters to securities dealers may be sold at a discount from the initial price to public of up to 0.756% of the principal amount of the notes. If all of the offered notes are not sold at the initial price to public, the underwriters
may change the offering price and the other selling terms. In addition to offers and sales at the initial price to public, the underwriters may offer the notes from time to time for sale in one or more transactions at market prices prevailing at the
time of sale, at prices related to market prices or at negotiated prices.
Please note that the information about the initial price to
public and net proceeds to The Goldman Sachs Group, Inc. on the front cover page relates only to the initial sale of the notes. If you have purchased a note in a market-making transaction by Goldman, Sachs & Co. or any other affiliate of
The Goldman Sachs Group, Inc. after the initial sale, information about the price and date of sale to you will be provided in a separate confirmation of sale.
Each underwriter has represented and agreed that it will not offer or sell the notes in the United States or to United States persons except if such offers or sales are made by or through FINRA member
broker-dealers registered with the U.S. Securities and Exchange Commission.
The Goldman Sachs Group, Inc. estimates that its share of
the total offering expenses, excluding underwriting discounts and commissions, whether paid to Goldman, Sachs & Co. or any other underwriter, will be approximately $15,000.
We will deliver the notes against payment therefor in New York, New York on April 29, 2016, which is the second scheduled
business day following the date of this pricing supplement and of the pricing of the notes.
The notes are a new issue of securities
with no established trading market. The Goldman Sachs Group, Inc. has been advised by Goldman, Sachs & Co. and Incapital LLC that they may make a market in the notes. Goldman, Sachs & Co. and Incapital LLC are not obligated to do
so and may discontinue market-making at any time without notice. No assurance can be given as to the liquidity of the trading market for the notes.
The Goldman Sachs Group, Inc. has agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933.
Certain of the underwriters and their affiliates have in the past provided, and may in the future from time to time
provide, investment banking and general financing and banking services to The Goldman Sachs Group, Inc. and its affiliates, for which they have in the past received, and may in the future receive, customary fees. The Goldman Sachs Group, Inc. and
its affiliates have in the past provided, and may in the future from time to time provide, similar services to the underwriters and their affiliates on customary terms and for customary fees. Goldman, Sachs & Co., one of the underwriters,
is an affiliate of The Goldman Sachs Group, Inc. Please see Plan of DistributionConflicts of Interest on page 121 of the accompanying prospectus.
Conflicts of Interest
GS&Co. is an affiliate of The Goldman
Sachs Group, Inc. and, as such, will have a conflict of interest in this offering of notes within the meaning of Financial Industry Regulatory Authority, Inc. (FINRA) Rule 5121. Consequently, this offering of notes will be conducted in
compliance with the provisions of FINRA Rule 5121. GS&Co. will not be permitted to sell notes in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder.
PS-7
VALIDITY
OF THE NOTES
In the opinion of Sidley Austin
LLP
, as counsel to The Goldman Sachs Group, Inc., when the notes offered by this pricing supplement
have been executed and issued by The Goldman Sachs Group, Inc. and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated herein, such notes will be valid and binding obligations of The Goldman Sachs
Group, Inc., enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors rights generally, concepts of reasonableness and equitable principles of general applicability
(including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on
the conclusions expressed above. This opinion is given as of the date hereof and is limited to the Federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware as in effect on the date
hereof. In addition, this opinion is subject to customary assumptions about the trustees authorization, execution and delivery of the indenture and the genuineness of signatures and certain factual matters, all as stated in the letter of such
counsel dated September 15, 2014, which has been filed as Exhibit 5.5 to The Goldman Sachs Group, Inc.s registration statement on Form S-3 filed with the Securities and Exchange Commission on September 15, 2014.
PS-8
We have not authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference in this pricing supplement, the accompanying prospectus supplement or
the accompanying prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This pricing supplement, the accompanying prospectus supplement and the accompanying
prospectus is an offer to sell only the notes offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this pricing supplement, the accompanying prospectus supplement and the
accompanying prospectus is current only as of the respective dates of such documents.
TABLE OF CONTENTS
Pricing Supplement
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Page
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Specific Terms of the Notes
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PS-3
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Additional Information About the Notes
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PS-5
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Supplemental Plan of Distribution
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PS-7
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Conflicts of Interest
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PS-7
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Validity of the Notes
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PS-8
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Prospectus Supplement dated December 22, 2015
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Use of Proceeds
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S-2
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Description of Notes We May Offer
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S-3
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Considerations Relating to Indexed Notes
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S-19
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United States Taxation
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S-22
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Employee Retirement Income Security Act
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S-23
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Supplemental Plan of Distribution
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S-24
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Validity of the Notes
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S-26
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Prospectus dated December 22, 2015
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Available Information
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2
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Prospectus Summary
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4
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Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements
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8
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Use of Proceeds
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11
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Description of Debt Securities We May Offer
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12
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Description of Warrants We May Offer
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42
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Description of Purchase Contracts We May Offer
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59
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Description of Units We May Offer
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64
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Description of Preferred Stock We May Offer
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70
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Description of Capital Stock of The Goldman Sachs Group, Inc.
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78
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Legal Ownership and Book-Entry Issuance
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83
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Considerations Relating to Floating Rate Securities
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88
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Considerations Relating to Indexed Securities
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90
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Considerations Relating to Securities Denominated or Payable in or Linked to a Non-U.S. Dollar Currency
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91
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United States Taxation
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94
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Plan of Distribution
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118
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Conflicts of Interest
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121
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Employee Retirement Income Security Act
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122
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Validity of the Securities
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123
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Experts
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123
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Review of Unaudited Condensed Consolidated Financial Statements by Independent Registered Public Accounting Firm
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124
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Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 1995
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124
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$5,500,000
The Goldman Sachs
Group, Inc.
Callable
Step-Up
Fixed Rate
Notes due 2021
Goldman, Sachs & Co.
Incapital LLC
Goldman Sachs (NYSE:GS)
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