0000950123-08-015124.txt : 20081113
<SEC-HEADER>0000950123-08-015124.hdr.sgml : 20081113
<ACCEPTANCE-DATETIME>20081112214349
ACCESSION NUMBER: 0000950123-08-015124
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20081113
DATE AS OF CHANGE: 20081112
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC
CENTRAL INDEX KEY: 0000886982
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
IRS NUMBER: 134019460
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1128
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-56295
FILM NUMBER: 081182531
BUSINESS ADDRESS:
STREET 1: 85 BROAD ST
CITY: NEW YORK
STATE: NY
ZIP: 10004
BUSINESS PHONE: 2129021000
MAIL ADDRESS:
STREET 1: 85 BROAD ST
CITY: NEW YORK
STATE: NY
ZIP: 10004
FORMER COMPANY:
FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/
DATE OF NAME CHANGE: 20010104
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC
CENTRAL INDEX KEY: 0000886982
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
IRS NUMBER: 134019460
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1128
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 85 BROAD ST
CITY: NEW YORK
STATE: NY
ZIP: 10004
BUSINESS PHONE: 2129021000
MAIL ADDRESS:
STREET 1: 85 BROAD ST
CITY: NEW YORK
STATE: NY
ZIP: 10004
FORMER COMPANY:
FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/
DATE OF NAME CHANGE: 20010104
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>y72575sc13dza.txt
<DESCRIPTION>AMENDMENT NO. 71 TO SCHEDULE 13D
<TEXT>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
File No. 005-56295
----------
SCHEDULE 13D/A
(Rule 13d-101)
Amendment No. 71
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.
85 Broad Street
New York, New York 10004
Telephone: (212) 902-1000
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
November 3, 2008
(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)
<PAGE>
<TABLE>
<S> <C>
- ---------------------
CUSIP NO. 38141G 10 4 13D
- ---------------------
- ------------------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS: Each of the persons identified on Appendix A.
- ------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
As to a group consisting solely of Covered Persons(1) (a) [x]
As to a group consisting of persons other than Covered Persons (b) [x]
- ------------------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS: OO and PF (Applies to each person listed on Appendix A.)
- ------------------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) (Applies to each person listed on Appendix A.) [ ]
- ------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION United States unless otherwise
indicated on Appendix A.
- ------------------------------------------------------------------------------------------
7. SOLE VOTING POWER: 0
---------------------------------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER (See Item 6) (Applies to each person
SHARES listed on Appendix A.)
BENEFICIALLY 18,670,686 Voting Shares(2) held by Covered Persons
OWNED BY 3,660 Shared Ownership Shares held by Covered Persons(3)
EACH 18,875,735 Sixty Day Shares held by Covered Persons(4)
REPORTING 2,684,672 Other Shares held by Covered Persons(5)
PERSON
WITH ---------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER (See Item 6)
As to Voting Shares, less than 1%
As to Shared Ownership Shares, Sixty Day Shares and Other
Shares, 0
- ------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER (See Item 6):
As to Voting Shares, 0
As to Shared Ownership Shares, less than 0.01%
As to Sixty Day Shares and Other Shares, less than 1%.
- ------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,234,753
- ------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.72%
- ------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------
</TABLE>
- ----------
(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) 489,732 shares of Common Stock held by 26
private charitable foundations established by 26 Covered Persons; (ii)
1,596,516 shares of Common Stock held by certain family members of Covered
Persons and by certain estate planning entities established by Covered
Persons; (iii) 596,817 shares of Common Stock held in escrow for the
benefit of certain Covered Persons; and (iv) 1,607 shares of Common Stock
held by the trust underlying The Goldman Sachs Employees' Profit Sharing
Retirement Income Plan. Each Covered Person disclaims beneficial ownership
of Other Shares beneficially owned by each other Covered Person, and each
Covered Person disclaims beneficial ownership of all shares held by any
private charitable foundation or any family member of a Covered Person.
-2-
<PAGE>
Appendix A
<TABLE>
<CAPTION>
ITEM 6
CITIZENSHIP
(UNITED STATES
ITEM 1 UNLESS OTHERWISE
NAMES OF REPORTING PERSONS INDICATED)
- ----------------------------- ------------------
<S> <C>
Peter C. Aberg
Mark E. Agne
Gregory A. Agran
Raanan A. Agus
Yusuf A. Aliredha Bahrain
Philippe J. Altuzarra France
John A. Ashdown UK
Akio Asuke Japan
Armen A. Avanessians
Dean C. Backer
Steven M. Barry
Christopher M. Barter
Stacy Bash-Polley
Jonathan A. Beinner
Milton R. Berlinski The Netherlands
Frances R. Bermanzohn
Paul D. Bernard
Stuart N. Bernstein
Elizabeth E. Beshel
Mark R. Beveridge
Leslie A. Biddle
Lloyd C. Blankfein
Dorothee Blessing Germany
Johannes M. Boomars The Netherlands
Atanas Bostandjiev UK
Charles W.A. Bott UK
Craig W. Broderick
Jason M. Brown UK
Melissa R. Brown
Steven M. Bunson
Nicholas F. Burgin
Mary D. Byron
Jin Yong Cai China/Hong Kong
Richard M. Campbell-Breeden UK
Gerald J. Cardinale
Mark M. Carhart
Valentino D. Carlotti
Anthony H. Carpet
Michael J. Carr
Lik Shuen David Chan Hong Kong
Amy L. Chasen
R. Martin Chavez
Andrew A. Chisholm Canada
Jane P. Chwick
James B. Clark
Abby Joseph Cohen
Alan M. Cohen
Gary D. Cohn
Christopher A. Cole
</TABLE>
<TABLE>
<CAPTION>
ITEM 6
CITIZENSHIP
(UNITED STATES
ITEM 1 UNLESS OTHERWISE
NAMES OF REPORTING PERSONS INDICATED)
- ----------------------------- ------------------
<S> <C>
Peter H. Comisar
Laura C. Conigliaro
William J. Conley Jr.
Thomas G. Connolly Ireland/USA
Linnea K. Conrad
Karen R. Cook UK
Edith W. Cooper
Colin J. Corgan
Thomas W. Cornacchia
Henry Cornell
E. Gerald Corrigan
Frank L. Coulson, Jr.
Randolph L. Cowen
Brahm S. Cramer Canada
Matthew H. Cyzer UK
Michael D. Daffey Australia
John S. Daly Ireland
Stephen D. Daniel Canada
Diego De Giorgi Italy
Michael G. De Lathauwer Belgium
Francois-Xavier de Mallmann France/Switzerland
Jean A. De Pourtales France/UK
Giorgio De Santis Italy
Daniel L. Dees
Mark Dehnert
Juan A. Del Rivero Spain
Martin R. Devenish UK
Salvatore Di Stasi Italy
Alexander C. Dibelius Germany
Simon P. Dingemans UK
Joseph P. DiSabato
Katinka I. Domotorffy
Suzanne O. Donohoe
Donald J. Duet
Michael L. Dweck
Gordon E. Dyal
Isabelle Ealet France
Glenn P. Earle UK
Kenneth M. Eberts III
Edward K. Eisler Austria
Jason H. Ekaireb UK
Kathleen G. Elsesser
Peter C. Enns Canada
James P. Esposito
Michael P. Esposito
J. Michael Evans Canada
Carl Faker France/Lebanon
Elizabeth C. Fascitelli
Douglas L. Feagin
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
ITEM 6
CITIZENSHIP
(UNITED STATES
ITEM 1 UNLESS OTHERWISE
NAMES OF REPORTING PERSONS INDICATED)
- ----------------------------- ------------------
<S> <C>
Steven M. Feldman
Gregg J. Felton
Luca D. Ferrari Italy
Pierre-Henri Flamand France
Elisabeth Fontenelli
Silverio Foresi Italy
Colleen A. Foster
Orit Freedman Israel
Matthew T. Fremont-Smith
Christopher G. French UK
Richard A. Friedman
Enrico S. Gaglioti
James R. Garman UK
Kevin S. Gasvoda
Robert R. Gheewalla
Gary T. Giglio
H. John Gilbertson, Jr.
Joseph H. Gleberman
Justin G. Gmelich
Richard J. Gnodde Ireland/
South Africa
Jeffrey B. Goldenberg
Gregg A. Gonsalves
Andrew M. Gordon
Lorenzo Grabau Italy
Michael J. Graziano
Stefan Green Australia
David J. Greenwald
Peter Gross
Vishal Gupta India
Celeste A. Guth
Jana Hale Doty
Rumiko Hasegawa Japan
Keith L. Hayes UK
David B. Heller
Robert D. Henderson
Bruce A. Heyman
Stephen P. Hickey
Melina E. Higgins
Kenneth L. Hirsch
Kenneth W. Hitchner
Maykin Ho
Simon N. Holden UK
Margaret J. Holen
Peter Hollmann Germany
Philip Holzer Germany
Robert Howard
Zu Liu Frederick Hu China
Alastair J. Hunt UK/USA
</TABLE>
<TABLE>
<CAPTION>
ITEM 6
CITIZENSHIP
(UNITED STATES
ITEM 1 UNLESS OTHERWISE
NAMES OF REPORTING PERSONS INDICATED)
- ----------------------------- ------------------
<S> <C>
Edith A. Hunt
Phillip S. Hylander UK
Timothy J. Ingrassia
Zubin P. Irani UK/India
Raymond J. Iwanowski
William L. Jacob III
Andrew J. Jonas
Adrian M. Jones Ireland
Robert C. Jones
Andrew J. Kaiser
Toshinobu Kasai Japan
James C. Katzman
Kevin W. Kennedy
Thomas J. Kenny
Richard A. Kimball Jr.
Robert C. King, Jr.
Timothy M. Kingston
Shigeki Kiritani Japan
Eric S. Lane
Jonathan A. Langer
John J. Lauto
George C. Lee
Gregory D. Lee Australia
Ronald Lee
Tim Leissner Brazil/Germany
Todd W. Leland
Gregg R. Lemkau
Hughes B. Lepic France
Wai Man Kaven Leung Hong Kong
Johan Leven Sweden
Allan S. Levine
Brian T. Levine
Jack Levy
George C. Liberopoulos Canada/USA
Gwen R. Libstag
Mitchell J. Lieberman
Ryan D. Limaye
Anthony W. Ling UK
Victor M. Lopez-Balboa
Antigone Loudiadis UK
Peter J. Lyon
Peter B. MacDonald UK
Mark G. Machin UK
Paula B. Madoff
John A. Mahoney
Puneet Malhi UK
Charles G. R. Manby UK
Simon I. Mansfield UK
Robert J. Markwick UK
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
ITEM 6
CITIZENSHIP
(UNITED STATES
ITEM 1 UNLESS OTHERWISE
NAMES OF REPORTING PERSONS INDICATED)
- ----------------------------- ------------------
<S> <C>
Serge Marquie France
Allan S. Marson UK
Alison J. Mass
Kathy M. Matsui
George N. Mattson
Theresa E. McCabe
Stephen J. McGuinness
John W. McMahon
James A. McNamara
Robert A. McTamaney
Sanjeev K. Mehra USA/India
Bernard A. Mensah UK
Julian R. Metherell UK
Michael J. Millette
Masanori Mochida Japan
Timothy H. Moe
Philip J. Moffitt Australia
William C. Montgomery
J. Ronald Morgan III
Simon P. Morris UK
Thomas C. Morrow
Jeffrey M. Moslow
Sharmin Mossavar-Rahmani UK
Donald R. Mullen
Ken N. Murphy
Arjun N. Murti
Marc O. Nachmann Germany
Kenichi Nagasu Japan
Jeffrey P. Nedelman
Gavin G. O'Connor
L. Peter O'Hagan Canada
Terence J. O'Neill UK
Timothy J. O'Neill
Taneki Ono Japan
Peter C. Oppenheimer UK
Fumiko Ozawa Japan
Gregory K. Palm
Konstantinos N. Pantazopoulos Greece
James R. Paradise UK
Sanjay H. Patel India
Sheila H. Patel
David B. Philip
Stephen R. Pierce
Kenneth A. Pontarelli
Ellen R. Porges
Richard H. Powers
Kevin A. Quinn
Jean Raby Canada
John J. Rafter Ireland
</TABLE>
<TABLE>
<CAPTION>
ITEM 6
CITIZENSHIP
(UNITED STATES
ITEM 1 UNLESS OTHERWISE
NAMES OF REPORTING PERSONS INDICATED)
- ----------------------------- ------------------
<S> <C>
Dioscoro-Roy I. Ramos Philippines
Charlotte P. Ransom UK
Krishna S. Rao India
Buckley T. Ratchford
Joseph Ravitch
Sara E. Recktenwald
Gene Reilly
Jeffrey A. Resnick
John F. W. Rogers
Eileen P. Rominger
Ivan Ross
Stuart M. Rothenberg
Paul M. Russo
Richard M. Ruzika
David C. Ryan
David M. Ryan Australia
Katsunori Sago Japan
Ankur A. Sahu India
Guy E. Saidenberg France
Pablo J. Salame Ecuador
Muneer A. Satter
Peter Kevin Scaturro
Susan J. Scher
Gary B. Schermerhorn
Stephen M. Scherr
Clare R. Scherrer
Howard B. Schiller
Jeffrey W. Schroeder
Harvey M. Schwartz
Steven M. Scopellite
John A. Sebastian
Karen D. Seitz
Peter D. Selman UK
Lisa M. Shalett
David G. Shell
Michael S. Sherwood UK
David A. Shiffman
Kunihiko Shiohara Japan
Ravi M. Singh
Ravi Sinha India/USA
Edward M. Siskind
Jeffrey S. Sloan
Sarah E. Smith UK
Jonathan S. Sobel
David M. Solomon
Theodore T. Sotir
Marc A. Spilker
Christoph W. Stanger Austria
Esta E. Stecher
</TABLE>
-5-
<PAGE>
<TABLE>
<CAPTION>
ITEM 6
CITIZENSHIP
(UNITED STATES
ITEM 1 UNLESS OTHERWISE
NAMES OF REPORTING PERSONS INDICATED)
- ----------------------------- ------------------
<S> <C>
Laurence Stein South Africa
Chase O. Stevenson
Steven H. Strongin
Jonathan R. Symonds UK
Gene T. Sykes
Morgan C. Sze
Shahriar Tadjbakhsh
Roland W. Tegeder Germany
Thomas D. Teles
Daisuke Toki Japan
Peter K. Tomozawa
Massimo Tononi Italy
Byron D. Trott
Michael A. Troy
Donald J. Truesdale
Eiji Ueda Japan
Kaysie P. Uniacke
Lucas van Praag UK
Ashok Varadhan
John J. Vaske
Andrea Vella Italy
Jeffrey L. Verschleiser
Robin A. Vince UK
David A. Viniar
Alejandro Vollbrechthausen Mexico
David H. Voon
Casper W. Von Koskull Finland
John E. Waldron
Theodore T. Wang China
</TABLE>
<TABLE>
<CAPTION>
ITEM 6
CITIZENSHIP
(UNITED STATES
ITEM 1 UNLESS OTHERWISE
NAMES OF REPORTING PERSONS INDICATED)
- ----------------------------- ------------------
<S> <C>
Alan S. Waxman
Nicholas H. Weber
John S. Weinberg
Gregg S. Weinstein
Martin M. Werner Mexico
Matthew Westerman UK
Elisha Wiesel
C. Howard Wietschner
Susan A. Willetts
Todd A. Williams
John S. Willian
Andrew F. Wilson New Zealand
Jon Winkelried
Samuel J. Wisnia France
Andrew E. Wolff
Tracy R. Wolstencroft
Jon A. Woodruff
Neil J. Wright UK
Shinichi Yokote Japan
W. Thomas York, Jr.
Wassim G. Younan UK/Lebanon
Paul M. Young
William J. Young
Sanaz Zaimi UK
Paolo Zannoni Italy
Yoel Zaoui France
Kevin Zhang China
</TABLE>
-6-
<PAGE>
Reporting Entities
<TABLE>
<CAPTION>
ITEM 6
ITEM 1 PLACE OF NAME OF ESTABLISHING
NAME OF ENTITY TYPE OF ENTITY ORGANIZATION COVERED PERSON
- -------------------------------- -------------- -------------- ---------------------------
<S> <C> <C> <C>
Anahue Limited Corporation Jersey Andrew A. Chisholm
Bott 2004 Settlement Trust UK Charles W.A. Bott
Campbell-Breeden 2004 Settlement Trust UK Richard M. Campbell-Breeden
Devenish 2004 Settlement Trust UK Martin R. Devenish
Dingemans 2004 Settlement Trust UK Simon P. Dingemans
Drayton 2004 Settlement Trust UK Karen R. Cook
French 2004 Settlement Trust UK Christopher G. French
Ling 2004 Settlement Trust UK Anthony W. Ling
Manby 2004 Settlement Trust UK Charles G.R. Manby
Markwick 2004 Settlement Trust UK Robert J. Markwick
O'Neill 2004 Trust Trust UK Terence J. O'Neill
Ransom 2004 Settlement Trust UK Charlotte P. Ransom
RJG Holding Company Corporation Cayman Islands Richard J. Gnodde
Sherwood 2004 Settlement Trust UK Michael S. Sherwood
Westerman 2004 Settlement Trust UK Matthew Westerman
Zurrah Limited Corporation Jersey Yoel Zaoui
</TABLE>
-7-
<PAGE>
This Amendment No. 71 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. 71 is being filed primarily because the number
of shares of Common Stock (as defined in Item 1 below) beneficially owned by
Covered Persons (as defined in Item 2 below) has increased by an amount in
excess of one percent of the total number of shares of Common Stock outstanding.
ITEM 1. SECURITY AND ISSUER
This Schedule relates to the Common Stock, par value $.01 per share
(the "Common Stock"), of The Goldman Sachs Group, Inc. ("GS Inc."), a Delaware
corporation. The address of the principal executive offices of GS Inc. is 85
Broad Street, New York, New York 10004.
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 a Shareholders' Agreement, dated as of May 7, 1999 and amended and restated
as of June 22, 2004 (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 Participating Managing Director (as defined in
Item 6 below) employed by GS Inc. or one of its affiliates. GS Inc. is a bank
holding company and a global investment banking, securities and investment
management firm. The business address of each Covered Person for purposes of
this Schedule is 85 Broad Street, New York, New York 10004.
Each entity listed on Appendix A under "Reporting Entities" (each a
"Reporting Entity") is a trust or corporation created by or for a Covered Person
for estate planning purposes. Each Reporting Entity is controlled by a Covered
Person. The name, citizenship, business address and present principal occupation
or employment of each of the directors and executive officers of each Reporting
Entity that is a corporation (other than the Covered Person that established the
Reporting Entity) are set forth in Annex A hereto. The business address of each
Reporting Entity for purposes of this Schedule is: (i) in the case of entities
organized in Jersey or under the laws of the United Kingdom, 26 New Street, St.
Helier, Jersey, JE2 3RA; and (ii) in the case of entities organized in the
Cayman Islands, P.O. Box 309, Ugland House, South Church Street, George Town,
Grand Cayman, Cayman Islands.
(d), (e) Except as described in Annex A or Annex B, during the last
five years no Covered Person and, to the best knowledge of the Covered Persons,
no executive officer or director of a Reporting Entity, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding or a judicial or administrative body of
competent jurisdiction resulting in such Covered Person or executive officer or
director being subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Covered Persons have acquired and will acquire shares of Common
Stock in the following manners: (i) the former profit participating limited
partners active in the business of The Goldman Sachs Group, L.P. ("Group L.P.")
(the "IPO PMDs") acquired certain shares of Common Stock in exchange for their
interests in Group L.P. and certain of its affiliates and investee corporations;
(ii) the former owners (the "Acquisition Covered Persons") of Hull and
Associates, L.L.C. ("Hull") acquired certain shares of Common Stock in exchange
for their interests in Hull; 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.
-8-
<PAGE>
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 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 past 60 days.
(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. The
Shareholders' Agreement was amended and restated effective as of the close of
business on June 22, 2004. 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
-9-
<PAGE>
in the Shareholders' Agreement) or any other employee benefit plan specified by
the Shareholders' Committee (the "Participating Managing Directors").
The "Voting Shares" include all of the shares of Common Stock of which
a Covered Person is the sole beneficial owner (excluding shares of Common Stock
held by the trust underlying The Goldman Sachs Employees' Profit Sharing
Retirement Income 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) (the "General Transfer Restrictions"). In addition, certain
senior officers designated by the Shareholders' Committee have each agreed to
retain sole beneficial ownership of a number of shares of Common Stock at least
equal to 75% of such Covered Person's Covered Shares (the "Special Transfer
Restrictions" and, together with the General Transfer Restrictions, the
"Transfer Restrictions"). The same shares may be used to satisfy both the
Special Transfer Restrictions and the General Transfer Restrictions. The
Transfer Restrictions applicable to a Covered Person terminate upon the death of
the Covered Person. Shares beneficially owned by a Covered Person through a
Reporting Entity or certain other approved estate planning vehicles established
by Covered Persons 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.
WAIVERS
The Shareholders' Committee, described below under "Information
Regarding the Shareholders' Committee," has the power to waive the Transfer
Restrictions 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; transfer Common Stock held in
employee benefit plans; and transfer Common Stock in particular situations (such
as transfers to family members, partnerships or trusts), but not generally. The
Shareholders' Committee has permitted certain Covered Persons to temporarily
drop below the 25% retention requirement to allow sales for tax planning
purposes.
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
-10-
<PAGE>
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 Jon Winkelried 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.
PLEDGE AGREEMENTS
Certain Covered Persons have pledged in the aggregate 1,822,485 shares
of Common Stock to banks as collateral for loans. A portion of these pledged
shares may be sold from time to time with the consent of the third-party lending
institution.
REGISTRATION RIGHTS INSTRUMENT FOR CHARITABLE DONATIONS
In connection with the donations of shares of Common Stock by certain
Covered Persons to certain charitable organizations on December 13, 1999,
December 22, 2000, December 26, 2001, January 9, 2002, December 23, 2002,
January 8, 2003, December 22, 2003 and January 8, 2004, GS Inc. entered into a
Registration Rights Instrument and five substantially similar Supplemental
Registration Rights Instruments (the "Charitable Supplements"). The following is
a description of the Registration Rights Instrument, as supplemented by the
-11-
<PAGE>
Charitable Supplements. The Registration Rights Instrument and the Charitable
Supplements 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 Charitable
Supplements, GS Inc. has agreed to register the donated shares of Common Stock
for resale by charitable foundations and public charities. GS Inc. has agreed in
the Registration Rights Instrument and the Charitable Supplements to pay all of
the fees and expenses relating to the offering by the charitable organizations,
other than any agency fees and commissions or underwriting commissions or
discounts or any transfer taxes incurred by the charitable organizations in
connection with their resales. GS Inc. also has agreed to indemnify the
charitable organizations against certain liabilities, including those arising
under the Securities Act.
GS Inc. may amend the Registration Rights Instrument and the
Charitable Supplements in any manner that it deems appropriate, without the
consent of any charitable organization. However, GS Inc. may not make any
amendment that would cause the shares of Common Stock to fail to be "qualified
appreciated stock" within the meaning of Section 170 of the Internal Revenue
Code. In addition, GS Inc. may not make any amendment that would materially and
adversely affect the rights of any charitable organization without the consent
of a majority of the materially and adversely affected charitable organizations.
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 (the "EMD Supplement"), which
supplements the Registration Rights Instrument referred to above. 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.
LETTER AGREEMENTS
On September 28, 2008, each of Lloyd C. Blankfein, Gary D. Cohn, Jon
Winkelried and David A. Viniar (each an "Executive") executed a letter agreement
with GS Inc. in which the Executive agreed that, with certain exceptions, until
the earlier of October 1, 2011 and the date of redemption of all of GS Inc.'s
10% Cumulative Perpetual Preferred Stock, Series G, (i) the Executive will
continue to satisfy the Special Transfer Restrictions; and (ii) the Executive,
his spouse and any estate planning vehicles will not dispose of more than 10% of
the aggregate number of shares of Common Stock they beneficially owned on
September 28, 2008. The form of letter agreement is filed as an Exhibit to this
Schedule, and the foregoing summary of the letter agreements is qualified in its
entirety by reference thereto.
-12-
<PAGE>
MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description
- ------- ----------------------------------------------------------------------
<S> <C>
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. Supplemental Registration Rights Instrument, dated as of December 10,
1999 (incorporated by reference to Exhibit H to Amendment No. 1 to the
Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)).
C. 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)).
D. Form of Counterpart to Shareholders' Agreement for non-individual
former owners of Hull and Associates, L.L.C. (incorporated by
reference to Exhibit K to Amendment No. 3 to the Initial Schedule 13D,
filed June 30, 2000 (File No. 005-56295)).
E. 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)).
F. 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)).
G. 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)).
H. 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)).
I. Supplemental Registration Rights Instrument, dated as of December 21,
2000 (incorporated by reference to Exhibit AA to Amendment No. 12 to
the Initial Schedule 13D, filed January 23, 2001 (File No.
005-56295)).
J. Supplemental Registration Rights Instrument, dated as of December 21,
2001 (incorporated by reference to Exhibit 4.4 to the registration
statement on Form S-3 (File No. 333-74006) filed by The Goldman Sachs
Group, Inc.).
K. Supplemental Registration Rights Instrument, dated as of December 20,
2002 (incorporated by reference to Exhibit 4.4 to the registration
statement on Form S-3 (File No. 333-101093) filed by The Goldman Sachs
Group, Inc.).
L. 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)).
M. Supplemental Registration Rights Instrument, dated as of December 19,
2003 (incorporated by reference to Exhibit 4.4 to the registration
statement on Form S-3 (File No. 333-110371) filed by The Goldman Sachs
Group, Inc.).
N. Amended and Restated Shareholders' Agreement, effective as of the
close of business on June 22, 2004 (incorporated by reference to
Exhibit M to Amendment No. 54 to the Initial Schedule 13D, filed June
22, 2004 (File No. 005-56295)).
O. Form of Letter Agreement, dated September 28, 2008, between certain
Covered Persons and The Goldman Sachs Group, Inc. (incorporated by
reference to Exhibit O to Amendment No. 71 to the Initial Schedule
13D, filed October 1, 2008 (File No. 005-56295)).
</TABLE>
-13-
<PAGE>
ANNEX A
INFORMATION REQUIRED AS TO EXECUTIVE OFFICERS AND DIRECTORS OF CORPORATE
REPORTING ENTITIES.
<TABLE>
<CAPTION>
CONVICTIONS OR BENEFICIAL
VIOLATIONS OF OWNERSHIP OF THE
FEDERAL OR COMMON STOCK OF
STATE LAWS WITHIN THE GOLDMAN
NAME CITIZENSHIP BUSINESS ADDRESS PRESENT EMPLOYMENT THE LAST FIVE YEARS SACHS GROUP, INC.
---- ----------- ------------------- ----------------------------- ------------------- -----------------
<S> <C> <C> <C> <C> <C>
Steven M. Bunson USA 85 Broad Street Managing Director, None Less than 1% of
New York, NY The Goldman Sachs Group, Inc. the outstanding
10004 shares of Common
Stock.
Michael H. Richardson UK 26 New Street, Partner, None None
St. Helier, Jersey, Bedell Cristin
JE4 3RA
Anthony J. Dessain UK 26 New Street, Partner, None None
St. Helier, Jersey, Bedell Cristin
JE4 3RA
</TABLE>
-14-
<PAGE>
ANNEX B
ITEMS 2(D)
AND 2(E). INFORMATION REQUIRED AS TO CERTAIN PROCEEDINGS.
None.
-15-
<PAGE>
ANNEX C
ITEM 4. PLANNED DISPOSITION OF SECURITIES OF THE ISSUER BY COVERED PERSONS OR
REPORTING ENTITIES.
None.
-16-
<PAGE>
ANNEX D
ITEM 5(A). DESCRIPTION OF SHARES AS TO WHICH THERE IS A RIGHT TO ACQUIRE
EXERCISABLE WITHIN 60 DAYS.
An aggregate of 8,321,203 shares of Common Stock are deliverable to Covered
Persons upon the exercise of stock options that have vested and are exercisable.
An additional 2,236,564 shares of Common Stock are deliverable to Covered
Persons upon the exercise of stock options that are scheduled to become
exercisable on or about January 2, 2009.
On or about January 2, 2009, 8,317,968 shares of Common Stock will be delivered
pursuant to the terms of an equal number of restricted stock units.
The share amounts given above include the gross number of shares of Common Stock
underlying these options and restricted stock units, and 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 the date hereof. Upon delivery of the shares pursuant to the
terms of the restricted stock units or the 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 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.
-17-
<PAGE>
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:
<TABLE>
<CAPTION>
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $)
- ------------------------ ------------------ ---------------- ----------------------
<S> <C> <C> <C>
Gary T. Giglio September 22, 2008 2,000 128.39
Theresa E. McCabe September 22, 2008 18,932 134.67
Peter C. Enns September 23, 2008 3,268 117.39
Stuart N. Bernstein September 25, 2008 1,000 134.71
Andrew A. Chisholm September 25, 2008 9,509 134.71
Gary T. Giglio September 25, 2008 1,000 131.31
David J. Greenwald September 25, 2008 1,000 135.30
Eric S. Lane September 25, 2008 2,000 132.48
Sanjeev K. Mehra September 25, 2008 7,523 134.71
Michael J. Millette September 25, 2008 600 134.01
Jeffrey M. Moslow September 25, 2008 5,000 135.81
Todd A. Williams September 25, 2008 7,424 135.59
Stuart N. Bernstein September 26, 2008 2,000 134.96
Craig W. Broderick September 26, 2008 4,999 132.71
Abby Joseph Cohen September 26, 2008 1,000 135.96
Gary B. Schermerhorn September 26, 2008 14,332 134.43
Steve M. Scopellite September 26, 2008 13,000 136.46
Theodore T. Sotir September 26, 2008 7,841 135.16
Stuart N. Bernstein September 29, 2008 1,000 130.72
Charles W.A. Bott September 29, 2008 5,886 126.94
Charlotte P. Ransom September 29, 2008 5,022 118.03
Tracy R. Wolstencroft September 29, 2008 50,000 126.47
Richard H. Powers September 30, 2008 700 130.00
E. Gerald Corrigan October 1, 2008 10,000 135.17
Frank L. Coulson, Jr. October 1, 2008 7,279 131.33
Matthew H. Cyzer October 1, 2008 6,500 128.88
Gary T. Giglio October 1, 2008 1,000 132.19
Richard H. Powers October 1, 2008 2,300 130.00
Howard B. Schiller October 1, 2008 10,000 133.15
Robert D. Henderson October 2, 2008 2,608 130.98
Peter C. Aberg October 3, 2008 500 136.09
Stuart N. Bernstein October 3, 2008 1,000 137.42
Abby Joseph Cohen October 3, 2008 1,000 138.12
Abby Joseph Cohen October 3, 2008 1,000 138.55
Randolph L. Cowen October 3, 2008 5,000 138.22
Michael G. De Lathauwer October 3, 2008 5,000 140.16
Richard H. Powers October 3, 2008 3,049 140.00
Howard B. Schiller October 3, 2008 10,000 140.00
William J. Young October 3, 2008 5,640 135.33
Sharmin Mossavar-Rahmani October 6, 2008 20,000 119.40
Frank L. Coulson, Jr. October 7, 2008 5,000 120.05
Frank L. Coulson, Jr. October 8, 2008 5,000 120.12
Milton R. Berlinski October 10, 2008 100,000 94.00
Henry Cornell October 10, 2008 90,529 85.00
</TABLE>
-18-
<PAGE>
<TABLE>
<CAPTION>
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $)
- ------------------------ ------------------ ---------------- ----------------------
<S> <C> <C> <C>
Henry Cornell October 10, 2008 9,471 85.00
Matthew H. Cyzer October 10, 2008 5,753 84.36
William L. Jacob III October 10, 2008 5,000 86.78
Sanjeev K. Mehra October 10, 2008 32,477 85.01
Sanjeev K. Mehra October 10, 2008 36,714 85.02
Stuart M. Rothenberg October 10, 2008 43,968 88.12
Stuart M. Rothenberg October 10, 2008 56,032 88.34
Randolph L. Cowen October 13, 2008 5,000 104.74
Celeste A. Guth October 13, 2008 2,000 105.00
Gwen R. Libstag October 13, 2008 11,600 104.63
Tracy R. Wolstencroft October 13, 2008 25,000 96.17
Abby Joseph Cohen October 14, 2008 2,000 122.85
Thomas W. Cornacchia October 14, 2008 3,600 125.00
Gary T. Giglio October 14, 2008 1,012 125.00
Jack Levy October 14, 2008 60,000 122.50
Jeffrey M. Moslow October 14, 2008 2,000 125.55
Karen R. Cook October 17, 2008 15,000 112.91
Jeffrey M. Moslow October 17, 2008 3,000 118.10
Marc A. Spilker October 17, 2008 4,732 116.55
C. Howard Wietschner October 17, 2008 87 100.00
C. Howard Wietschner October 17, 2008 13 100.00
Frank L. Coulson, Jr. October 20, 2008 5,000 119.54
Joseph H. Gleberman October 20, 2008 50,000 119.59
Edith A. Hunt October 20, 2008 2,500 123.18
Diego De Giorgi October 22, 2008 700 117.69
Christoph W. Stanger October 22, 2008 1,658 117.00
Chase O. Stevenson October 22, 2008 2,853 118.55
Celeste A. Guth October 24, 2008 1,000 105.00
William L. Jacob III October 24, 2008 5,000 98.75
Andrea Vella October 24, 2008 1,876 99.70
Andrea Vella October 24, 2008 2,798 99.78
</TABLE>
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:
<TABLE>
<CAPTION>
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE (IN $)
- ------------------------ ------------------ ---------------- ----------------------
<S> <C> <C> <C>
C. Howard Wietschner September 25, 2008 50 130.89
C. Howard Wietschner September 25, 2008 25 134.15
David M. Solomon September 26, 2008 2,778 134.16
Gary T. Giglio September 29, 2008 1,000 120.08
Terence J. O'Neill October 7, 2008 43,450 115.00
Terence J. O'Neill October 9, 2008 20,000 102.16
Steven M. Feldman October 10, 2008 220 89.40
Sara E. Recktenwald October 10, 2008 100 84.80
Shahriar Tadjbakhsh October 10, 2008 4,000 82.00
Peter K. Tomozawa October 10, 2008 100 85.00
Peter K. Tomozawa October 10, 2008 400 85.00
Peter K. Tomozawa October 10, 2008 500 95.00
C. Howard Wietschner October 10, 2008 13 85.01
Kenneth M. Eberts III October 14, 2008 1,252 121.01
</TABLE>
-19-
<PAGE>
The following cashless exercises of stock options were effected by the following
Covered Persons, with the indicated number of underlying shares sold through an
affiliate of Mellon Investor Services LLC for cash on the New York Stock
Exchange:
<TABLE>
<CAPTION>
NUMBER STRIKE SALES NUMBER NUMBER
OF PRICE PRICE OF SHARES OF SHARES
COVERED PERSON DATE OF EXERCISE OPTIONS (IN $) (IN $) SOLD RETAINED
- ------------------------ ------------------ ------- ------ ------ --------- ---------
<S> <C> <C> <C> <C> <C> <C>
C. Howard Wietschner September 22, 2008 974 91.61 130.00 974 0
Stuart N. Bernstein September 25, 2008 1,000 82.88 135.06 1,000 0
Stuart N. Bernstein September 25, 2008 1,000 82.88 135.97 1,000 0
Stuart N. Bernstein September 25, 2008 1,000 82.88 137.10 1,000 0
Stuart N. Bernstein September 25, 2008 1,000 82.88 137.10 1,000 0
C. Howard Wietschner September 25, 2008 500 91.61 135.00 500 0
Stuart N. Bernstein September 26, 2008 1,000 82.88 134.99 1,000 0
Stuart N. Bernstein September 26, 2008 2,000 82.88 134.99 2,000 0
David M. Solomon September 26, 2008 62,367 91.61 134.69 62,367 0
Stuart N. Bernstein September 29, 2008 1,000 91.61 127.01 1,000 0
Stuart N. Bernstein September 29, 2008 1,000 91.61 129.04 1,000 0
Daisuke Toki October 1, 2008 2,000 53.00 126.50 2,000 0
Robert D. Henderson October 2, 2008 7,872 78.87 130.94 7,872 0
Robert D. Henderson October 2, 2008 7,869 82.88 131.10 7,869 0
Steven M. Feldman October 3, 2008 4,000 78.87 138.60 4,000 0
C. Howard Wietschner October 3, 2008 300 91.61 140.00 300 0
Edith A. Hunt October 8, 2008 4,000 53.00 116.96 4,000 0
Peter D. Selman October 9, 2008 2,596 53.00 106.83 2,596 0
Edith A. Hunt October 13, 2008 2,500 53.00 97.20 2,500 0
Edith A. Hunt October 13, 2008 2,500 53.00 97.81 2,500 0
Edith A. Hunt October 13, 2008 3,559 53.00 112.02 3,559 0
Kenneth M. Eberts III October 14, 2008 31,437 78.87 126.00 31,437 0
Daisuke Toki October 15, 2008 6,000 53.00 114.28 6,000 0
John F.W. Rogers October 20, 2008 8,940 53.00 123.06 8,940 0
Diego De Giorgi October 22, 2008 4,347 82.88 117.09 4,347 0
</TABLE>
The following charitable contributions and other transfers of shares in
transactions for which no consideration was received were made by the following
Covered Persons:
<TABLE>
<CAPTION>
ACQUISITION OR
COVERED PERSON TRANSFER DATE NUMBER OF SHARES DISPOSITION
- ------------------------ ---------------- ---------------- --------------
<S> <C> <C> <C>
Sara E. Recktenwald October 16, 2008 100 Disposition
</TABLE>
The Covered Persons listed below participate in the Common Stock fund of The
Goldman Sachs Employees' Profit Sharing Retirement Income Plan. These Covered
Persons acquired interests in the Common Stock fund representing the number of
Other Shares set forth below:
<TABLE>
<CAPTION>
ACQUISITION OR NUMBER OF PRICE PER
COVERED PERSON DISPOSITION TRANSACTION DATE SHARES SHARE (IN $)
- ------------------------ -------------- ---------------- --------- ------------
<S> <C> <C> <C> <C>
Peter K. Tomozawa Acquisition October 6, 2008 619 124.00
Peter K. Tomozawa Acquisition October 15, 2008 2 113.15
Douglas L. Feagin Acquisition October 23, 2008 3 108.58
David M. Ryan Acquisition October 23, 2008 1 108.58
Peter K. Tomozawa Acquisition October 23, 2008 2 108.58
Peter K. Tomozawa Acquisition October 31, 2008 2 92.50
</TABLE>
-20-
<PAGE>
ANNEX F
ITEM 6. DESCRIPTION OF POSITIONS IN DERIVATIVE INSTRUMENTS OF COVERED
PERSONS OR REPORTING ENTITIES.
The following Covered Persons or Reporting Entities have written or purchased
American-style standardized call options or put options on Voting Shares with
the following terms:
<TABLE>
<CAPTION>
INSTRUMENT NUMBER OF STRIKE PRICE
COVERED PERSON AND POSITION SHARES (IN $) TRANSACTION DATE MATURITY DATE
- ------------------------ ------------- --------- ------------ ------------------ -----------------
<S> <C> <C> <C> <C> <C>
Christopher A. Cole Call Written 5,000 220 May 13, 2008 January 17, 2009
Christopher A. Cole Call Written 5,000 230 May 13, 2008 January 17, 2009
Christopher A. Cole Call Written 10,000 240 May 13, 2008 January 17, 2009
Christopher A. Cole Call Written 5,000 300 May 13, 2008 January 17, 2009
David J. Greenwald Call Written 1,000 180 May 13, 2008 January 17, 2009
David J. Greenwald Call Written 1,000 190 May 13, 2008 January 17, 2009
David J. Greenwald Call Written 3,000 200 July 24, 2008 January 17, 2009
Clare R. Scherrer Call Written 3,000 90 September 18, 2008 January 17, 2009
Theresa E. McCabe Call Written 15,000 140 September 19, 2008 January 17, 2009
Michael J. Graziano Call Written 4,000 155 September 25, 2008 April 18, 2009
Jeffrey M. Moslow Call Written 2,000 130 September 25, 2008 January 17, 2009
Jeffrey M. Moslow Call Written 2,000 135 September 25, 2008 January 17, 2009
Jeffrey B. Goldenberg Call Written 6,600 150 October 3, 2008 January 17, 2009
Byron D. Trott Put Purchased 125,000 115 October 3, 2008 January 17, 2009
Byron D. Trott Call Written 125,000 155 October 3, 2008 January 17, 2009
Byron D. Trott Put Purchased 50,000 110 October 8, 2008 January 17, 2009
Byron D. Trott Call Written 50,000 135 October 8, 2008 January 17, 2009
Gary T. Giglio Put Written 4,000 80 October 10, 2008 January 16, 2010
Peter C. Aberg Call Written 2,000 170 October 20, 2008 January 22, 2011
Mark F. Dehnert Call Written 12,000 150 October 20, 2008 January 22, 2011
Joseph Ravitch Call Written 5,600 135 October 23, 2008 April 18, 2009
Jeffrey M. Moslow Call Written 2,000 115 October 24, 2008 December 20, 2008
W. Thomas York, Jr. Call Written 1,000 125 October 24, 2008 December 20, 2008
W. Thomas York, Jr. Call Written 1,000 130 October 24, 2008 January 17, 2009
</TABLE>
-21-
<PAGE>
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: November 12, 2008
By: /s/ Beverly L. O'Toole
-----------------------------------
Name: Beverly L. O'Toole
Title: Attorney-in-Fact
-22-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
- ------- ----------------------------------------------------------------------
<S> <C>
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. Supplemental Registration Rights Instrument, dated as of December 10,
1999 (incorporated by reference to Exhibit H to Amendment No. 1 to the
Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)).
C. 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)).
D. Form of Counterpart to Shareholders' Agreement for non-individual
former owners of Hull and Associates, L.L.C. (incorporated by
reference to Exhibit K to Amendment No. 3 to the Initial Schedule 13D,
filed June 30, 2000 (File No. 005-56295)).
E. 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)).
F. 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)).
G. 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)).
H. 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)).
I. Supplemental Registration Rights Instrument, dated as of December 21,
2000 (incorporated by reference to Exhibit AA to Amendment No. 12 to
the Initial Schedule 13D, filed January 23, 2001 (File No.
005-56295)).
J. Supplemental Registration Rights Instrument, dated as of December 21,
2001 (incorporated by reference to Exhibit 4.4 to the registration
statement on Form S-3 (File No. 333-74006) filed by The Goldman Sachs
Group, Inc.).
K. Supplemental Registration Rights Instrument, dated as of December 20,
2002 (incorporated by reference to Exhibit 4.4 to the registration
statement on Form S-3 (File No. 333-101093) filed by The Goldman Sachs
Group, Inc.).
L. 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)).
M. Supplemental Registration Rights Instrument, dated as of December 19,
2003 (incorporated by reference to Exhibit 4.4 to the registration
statement on Form S-3 (File No. 333-110371) filed by The Goldman Sachs
Group, Inc.).
N. Amended and Restated Shareholders' Agreement, effective as of the
close of business on June 22, 2004 (incorporated by reference to
Exhibit M to Amendment No. 54 to the Initial Schedule 13D, filed June
22, 2004 (File No. 005-56295)).
O. Form of Letter Agreement, dated September 28, 2008, between certain
Covered Persons and The Goldman Sachs Group, Inc. (incorporated by
reference to Exhibit O to Amendment No. 71 to the Initial Schedule
13D, filed October 1, 2008 (File No. 005-56295)).
</TABLE>
</TEXT>
</DOCUMENT>
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