0000950123-08-011856.txt : 20081001
<SEC-HEADER>0000950123-08-011856.hdr.sgml : 20081001
<ACCEPTANCE-DATETIME>20081001163846
ACCESSION NUMBER: 0000950123-08-011856
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20081001
DATE AS OF CHANGE: 20081001
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: 081100368
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>y71589sc13dza.txt
<DESCRIPTION>AMENDMENT NO. 70 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. 70
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)
September 19, 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> <C>
13D
- ---------------------
CUSIP NO. 38141G 10 4
- ---------------------
- ---------------------------------------------------------------------------------------------------
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
OWNED BY 19,578,313 Voting Shares(2) held by Covered Persons
EACH 3,660 Shared Ownership Shares held by Covered Persons(3)
REPORTING 8,504,355 Sixty Day Shares held by Covered Persons(4)
PERSON 2,773,515 Other Shares held by Covered Persons (5)
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
30,859,843
- ---------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- ---------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.65%
- ---------------------------------------------------------------------------------------------------
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) 557,095 shares of Common Stock held by 28
private charitable foundations established by 27 Covered Persons; (ii)
1,553,773 shares of Common Stock held by certain family members of Covered
Persons and by certain estate planning entities established by Covered
Persons; (iii) 661,680 shares of Common Stock held in escrow for the
benefit of certain Covered Persons; and (iv) 967 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
ITEM 1 (UNITED STATES
- ------------------------------- 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
Driss Ben-Brahim Morocco
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
</TABLE>
<TABLE>
<CAPTION>
ITEM 6
CITIZENSHIP
ITEM 1 (UNITED STATES
- ------------------------------- UNLESS OTHERWISE
NAMES OF REPORTING PERSONS INDICATED)
- ------------------------------- ------------------
<S> <C>
Christopher A. Cole
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
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
ITEM 6
CITIZENSHIP
ITEM 1 (UNITED STATES
- ------------------------------- UNLESS OTHERWISE
NAMES OF REPORTING PERSONS INDICATED)
- ------------------------------- ------------------
<S> <C>
Douglas L. Feagin
Steven M. Feldman
Gregg J. Felton
Luca D. Ferrari Italy
Pierre-Henri Flamand France
Timothy B. Flynn
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
</TABLE>
<TABLE>
<CAPTION>
ITEM 6
CITIZENSHIP
ITEM 1 (UNITED STATES
- ------------------------------- UNLESS OTHERWISE
NAMES OF REPORTING PERSONS INDICATED)
- ------------------------------- ------------------
<S> <C>
Zu Liu Frederick Hu China
Alastair J. Hunt UK/USA
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
Carsten Kengeter Germany
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
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
ITEM 6
CITIZENSHIP
ITEM 1 (UNITED STATES
- ------------------------------- UNLESS OTHERWISE
NAMES OF REPORTING PERSONS INDICATED)
- ------------------------------- ------------------
<S> <C>
Charles G. R. Manby UK
Simon I. Mansfield UK
Robert J. Markwick UK
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
</TABLE>
<TABLE>
<CAPTION>
ITEM 6
CITIZENSHIP
ITEM 1 (UNITED STATES
- ------------------------------- UNLESS OTHERWISE
NAMES OF REPORTING PERSONS INDICATED)
- ------------------------------- ------------------
<S> <C>
Kevin A. Quinn
Jean Raby Canada
John J. Rafter Ireland
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
</TABLE>
-5-
<PAGE>
<TABLE>
<CAPTION>
ITEM 6
CITIZENSHIP
ITEM 1 (UNITED STATES
- ------------------------------- UNLESS OTHERWISE
NAMES OF REPORTING PERSONS INDICATED)
- ------------------------------- ------------------
<S> <C>
Marc A. Spilker
Christoph W. Stanger Austria
Esta E. Stecher
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
</TABLE>
<TABLE>
<CAPTION>
ITEM 6
CITIZENSHIP
ITEM 1 (UNITED STATES
- ------------------------------- UNLESS OTHERWISE
NAMES OF REPORTING PERSONS INDICATED)
- ------------------------------- ------------------
<S> <C>
John E. Waldron
Theodore T. Wang China
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 1 ITEM 6 NAME OF ESTABLISHING
NAME OF ENTITY TYPE OF ENTITY PLACE OF 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. 70 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. 70 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 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 1,788,670 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.
</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 STATE COMMON STOCK OF THE
PRESENT LAWS WITHIN THE GOLDMAN SACHS
NAME CITIZENSHIP BUSINESS ADDRESS EMPLOYMENT LAST FIVE YEARS GROUP, INC.
- ---------- ----------- ------------------- ------------------ ---------------- -------------------
<S> <C> <C> <C> <C> <C>
Steven M. USA 85 Broad Street Managing Director, None Less than 1% of the
Bunson New York, NY The Goldman Sachs outstanding shares
10004 Group, Inc. 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
</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 8,504,355 shares of Common Stock are deliverable to Covered
Persons upon the exercise of stock options, all of which have vested and are
exercisable. This share amount includes the gross number of shares of Common
Stock underlying these options, which 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 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>
NUMBER OF PRICE PER
COVERED PERSON TRADE DATE SHARES SHARE (IN $)
- -------------- ------------------ --------- ------------
<S> <C> <C> <C>
Paul D. Bernard July 21, 2008 2,200 182.42
Melissa R. Brown July 21, 2008 880 182.71
Justin G. Gmelich July 21, 2008 5,000 181.83
Melina E. Higgins July 21, 2008 2,000 184.12
Peter K. Tomozawa July 21, 2008 1,300 183.75
Craig W. Broderick July 22, 2008 2,378 185.00
Gerald J. Cardinale July 22, 2008 2,850 185.00
Abby Joseph Cohen July 22, 2008 1,000 184.85
Christopher A. Cole July 22, 2008 2,500 184.41
Christopher A. Cole July 22, 2008 2,500 185.70
Christopher A. Cole July 22, 2008 2,000 187.40
Laura C. Conigliaro July 22, 2008 2,750 184.58
Melina E. Higgins July 22, 2008 11,000 184.40
Kevin W. Kennedy July 22, 2008 10,000 184.36
John J. Lauto July 22, 2008 300 187.69
Peter B. MacDonald July 22, 2008 5,000 180.00
Peter B. MacDonald July 22, 2008 5,000 185.00
Gene Reilly July 22, 2008 1,000 184.99
Peter K. Tomozawa July 22, 2008 500 178.50
Peter K. Tomozawa July 22, 2008 500 179.00
Peter K. Tomozawa July 22, 2008 500 179.50
Peter K. Tomozawa July 22, 2008 500 180.00
Peter K. Tomozawa July 22, 2008 500 180.50
Peter K. Tomozawa July 22, 2008 500 181.00
Peter K. Tomozawa July 22, 2008 500 181.50
Peter K. Tomozawa July 22, 2008 500 182.00
Peter K. Tomozawa July 22, 2008 500 182.50
Peter K. Tomozawa July 22, 2008 500 183.00
Casper W. Von Koskull July 22, 2008 2,846 180.00
C. Howard Wietschner July 22, 2008 300 187.26
Abby Joseph Cohen July 23, 2008 1,000 188.00
Michael G. De Lathauwer July 23, 2008 3,000 188.05
Kathleen G. Elsesser July 23, 2008 1,205 185.52
David B. Heller July 23, 2008 15,000 185.47
Kenneth W. Hitchner July 23, 2008 969 188.84
Andrew J. Jonas July 23, 2008 1,330 187.55
Kevin W. Kennedy July 23, 2008 10,000 187.96
Gene Reilly July 23, 2008 1,000 189.88
Steve M. Scopellite July 23, 2008 1,300 190.00
Peter K. Tomozawa July 23, 2008 500 187.00
Peter K. Tomozawa July 23, 2008 500 187.50
Peter K. Tomozawa July 23, 2008 500 188.00
Lucas van Praag July 23, 2008 1,000 188.00
Westerman 2004 Settlement July 23, 2008 4,000 187.06
</TABLE>
-18-
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF PRICE PER
COVERED PERSON TRADE DATE SHARES SHARE (IN $)
- -------------- ------------------ --------- ------------
<S> <C> <C> <C>
John A. Ashdown July 24, 2008 3,000 185.99
Johannes M. Boomaars July 24, 2008 300 184.80
Johannes M. Boomaars July 24, 2008 500 184.81
Johannes M. Boomaars July 24, 2008 403 184.82
Johannes M. Boomaars July 24, 2008 370 185.08
Johannes M. Boomaars July 24, 2008 700 185.10
Johannes M. Boomaars July 24, 2008 3,300 185.11
Johannes M. Boomaars July 24, 2008 2,100 185.15
Johannes M. Boomaars July 24, 2008 600 185.18
Brahm S. Cramer July 24, 2008 11,000 181.22
Michael D. Daffey July 24, 2008 5,896 184.32
Jean A. De Pourtales July 24, 2008 5,000 185.00
Jean A. De Pourtales July 24, 2008 5,910 185.99
Gregg R. Lemkau July 24, 2008 1,783 185.52
C, Howard Wietschner July 24, 2008 700 182.56
Tracy R. Wolstencroft July 24, 2008 25,925 184.85
Peter H. Comisar July 25, 2008 183 178.42
Edith W. Cooper July 25, 2008 5,600 178.29
John S. Daly July 25, 2008 5,000 178.69
Celeste A. Guth July 25, 2008 1,000 179.50
Ronald Lee July 25, 2008 3,875 178.13
C. Howard Wietschner August 15, 2008 500 150.00
C. Howard Wietschner August 15, 2008 400 160.00
Dean C. Backer September 17, 2008 8,000 121.88
Milton R. Berlinski September 17, 2008 100,000 102.65
Stuart N. Bernstein September 17, 2008 5,000 101.37
Andrew A. Chisholm September 17, 2008 21,200 120.49
Linnea K. Conrad September 17, 2008 7,000 105.88
Kenneth M. Eberts III September 17, 2008 5,380 116.68
Justin G. Gmelich September 17, 2008 8,500 119.62
Timothy M. Kingston September 17, 2008 1,000 125.00
Jack Levy September 17, 2008 50,974 119.99
Peter B. MacDonald September 17, 2008 7,400 99.79
Peter B. MacDonald September 17, 2008 1,600 99.81
Peter B. MacDonald September 17, 2008 100 99.82
Peter B. MacDonald September 17, 2008 100 99.85
Peter B. MacDonald September 17, 2008 600 99.90
Peter B. MacDonald September 17, 2008 800 99.92
Peter B. MacDonald September 17, 2008 1,300 99.93
Peter B. MacDonald September 17, 2008 400 99.94
Peter B. MacDonald September 17, 2008 400 99.95
Peter B. MacDonald September 17, 2008 100 99.97
Peter B. MacDonald September 17, 2008 323 100.00
Peter B. MacDonald September 17, 2008 1,500 100.01
Peter B. MacDonald September 17, 2008 600 100.03
Peter B. MacDonald September 17, 2008 400 100.04
Peter B. MacDonald September 17, 2008 400 100.05
Peter B. MacDonald September 17, 2008 500 100.06
Peter B. MacDonald September 17, 2008 500 100.07
Peter B. MacDonald September 17, 2008 1,100 100.10
Peter B. MacDonald September 17, 2008 200 100.11
Alison J. Mass September 17, 2008 8,973 100.48
Masanori Mochida September 17, 2008 500,000 111.44
Philip J. Moffitt September 17, 2008 7,809 102.68
</TABLE>
-19-
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF PRICE PER
COVERED PERSON TRADE DATE SHARES SHARE (IN $)
- -------------- ------------------ --------- ------------
<S> <C> <C> <C>
Arjun N. Murti September 17, 2008 2,500 105.08
Arjun N. Murti September 17, 2008 2,500 106.63
Stephen R. Pierce September 17, 2008 35,708 100.27
Jeffrey A. Resnick September 17, 2008 3,500 122.17
Jeffrey A. Resnick September 17, 2008 200 122.18
Jeffrey A. Resnick September 17, 2008 400 122.22
Jeffrey A. Resnick September 17, 2008 100 122.27
Jeffrey A. Resnick September 17, 2008 100 122.28
Jeffrey A. Resnick September 17, 2008 700 122.29
Jeffrey A. Resnick September 17, 2008 4,000 125.00
Stephen M. Scherr September 17, 2008 1,541 100.23
Howard B. Schiller September 17, 2008 20,000 107.14
Shahriar Tadjbakhsh September 17, 2008 4,000 112.00
Donald J. Truesdale September 17, 2008 2,500 101.16
Alejandro Vollbrechthausen September 17, 2008 4,056 121.37
John E. Waldron September 17, 2008 9,895 100.69
C. Howard Wietschner September 17, 2008 300 106.39
C. Howard Wietschner September 17, 2008 200 110.35
C. Howard Wietschner September 17, 2008 100 110.36
C. Howard Wietschner September 17, 2008 200 112.96
C. Howard Wietschner September 17, 2008 300 113.60
C. Howard Wietschner September 17, 2008 1,600 116.32
C. Howard Wietschner September 17, 2008 200 117.20
C. Howard Wietschner September 17, 2008 100 117.21
C. Howard Wietschner September 17, 2008 100 120.28
C. Howard Wietschner September 17, 2008 150 120.35
John S. Willian September 17, 2008 7,100 119.99
Milton R. Berlinski September 18, 2008 75,000 90.64
Thomas W. Cornacchia September 18, 2008 10,000 111.41
Peter C. Enns September 18, 2008 4,000 101.30
Jeffrey B. Goldenberg September 18, 2008 30,000 105.00
Peter Gross September 18, 2008 4,000 102.27
Keith L. Hayes September 18, 2008 2,300 105.00
Kenneth W. Hitchner September 18, 2008 3,677 114.81
Simon N. Holden September 18, 2008 600 111.89
Simon N. Holden September 18, 2008 200 111.90
Simon N. Holden September 18, 2008 100 111.91
Simon N. Holden September 18, 2008 100 111.92
Simon N. Holden September 18, 2008 200 111.94
Simon N. Holden September 18, 2008 107 111.96
Simon N. Holden September 18, 2008 783 111.98
Simon N. Holden September 18, 2008 100 112.00
Antigone Loudiadis September 18, 2008 11,663 89.76
Antigone Loudiadis September 18, 2008 32,425 89.93
Peter J. Lyon September 18, 2008 3,461 104.73
Clare R. Scherrer September 18, 2008 3,850 107.37
Howard B. Schiller September 18, 2008 20,000 104.67
Steve M. Scopellite September 18, 2008 10,000 109.77
Roland W. Tegeder September 18, 2008 10,527 105.00
Donald J. Truesdale September 18, 2008 6,331 88.85
Michael J. Carr September 19, 2008 7,700 126.86
Henry Cornell September 19, 2008 50,000 130.00
Matthew H. Cyzer September 19, 2008 5,000 138.78
Richard A. Friedman September 19, 2008 100,000 138.49
</TABLE>
-20-
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF PRICE PER
COVERED PERSON TRADE DATE SHARES SHARE (IN $)
- -------------- ------------------ --------- ------------
<S> <C> <C> <C>
Rumiko Hasegawa September 19, 2008 1,500 144.90
Brian T. Levine September 19, 2008 2,397 144.90
Jack Levy September 19, 2008 16,550 131.83
Jack Levy September 19, 2008 13,450 131.94
Victor M. Lopez-Balboa September 19, 2008 10,000 131.17
Peter C. Oppenheimer September 19, 2008 1,271 135.00
Peter C. Oppenheimer September 19, 2008 2,000 139.00
Richard H. Powers September 19, 2008 4,324 133.02
Ivan Ross September 19, 2008 100 130.26
Steve M. Scopellite September 19, 2008 2,000 135.00
William J. Young September 19, 2008 15,250 131.84
</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>
NUMBER OF PRICE PER
COVERED PERSON TRADE DATE SHARES SHARE (IN $)
- -------------- ------------------ --------- ------------
<S> <C> <C> <C>
David H. Voon July 22, 2008 200 181.51
Craig W. Broderick July 23, 2008 572 186.92
C. Howard Wietschner July 23, 2008 2 185.84
David H. Voon July 25, 2008 35 178.24
C. Howard Wietschner July 25, 2008 78 178.89
John S. Daly September 17, 2008 543 120.19
Elizabeth C. Fascitelli September 17, 2008 45,500 110.02
Richard A. Friedman September 17, 2008 75,000 101.75
Richard A. Friedman September 17, 2008 150,000 101.88
Gary T. Giglio September 17, 2008 1,000 103.22
Terence J. O'Neill September 17, 2008 20,000 102.63
Terence J. O'Neill September 17, 2008 47,700 106.15
Mark F. Dehnert September 18, 2008 100 105.00
Richard A. Friedman September 18, 2008 25,000 99.79
Terence J. O'Neill September 18, 2008 32,000 94.21
John S. Daly September 19, 2008 162 124.49
David M. Solomon September 19, 2008 1,301 136.92
Robin A. Vince September 19, 2008 253 144.90
</TABLE>
The following purchases and sales of Other Shares were made by family members of
the following Covered Persons or by estate planning entities (which are not
Reporting Entities) established by the following Covered Persons or through one
or more subsidiaries of GS Inc. for cash on the New York Stock Exchange:
<TABLE>
<CAPTION>
PURCHASE OR NUMBER OF PRICE PER
COVERED PERSON SALE TRADE DATE SHARES SHARE (IN $)
- -------------- ----------- ------------------ --------- ------------
<S> <C> <C> <C> <C>
Matthew C. Westerman Sale July 23, 2008 2,436 187.07
Wassim G. Younan Sale July 24, 2008 5,000 182.73
Milton R. Berlinski Sale September 17, 2008 1,000 119.68
Gene T. Sykes Sale September 18, 2008 25,000 115.93
Laura C. Conigliaro Sale September 19, 2008 594 129.01
</TABLE>
-21-
<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>
STRIKE SALES NUMBER OF NUMBER OF
NUMBER OF PRICE PRICE SHARES SHARES
COVERED PERSON DATE OF EXERCISE OPTIONS (IN $) (IN $) SOLD RETAINED
- -------------- ---------------- --------- ------ ------ --------- ---------
<S> <C> <C> <C> <C> <C> <C>
David H. Voon July 22, 2008 2,706 78.87 180.20 2,706 0
Craig W. Broderick July 23, 2008 7,704 91.61 185.66 7,704 0
Frank L. Coulson, Jr. July 23, 2008 5,000 91.61 187.84 5,000 0
Frank L. Coulson, Jr. July 23, 2008 5,000 91.61 187.91 5,000 0
Edith A. Hunt July 23, 2008 4,000 53 186.82 4,000 0
Mitchell J. Lieberman July 23, 2008 5,000 53 185.72 5,000 0
Mitchell J. Lieberman July 23, 2008 5,000 53 188.11 5,000 0
John F.W. Rogers July 23, 2008 10,000 53 187.34 10,000 0
C. Howard Wietschner July 23, 2008 1,000 78.87 186.61 677 323
C. Howard Wietschner July 23, 2008 1,550 82.875 186.61 1,067 483
C. Howard Wietschner July 23, 2008 840 78.87 188.00 567 273
C. Howard Wietschner July 23, 2008 850 78.87 189.62 572 278
Christopher A. Cole July 24, 2008 5,000 82.875 185.58 5,000 0
C. Howard Wietschner July 24, 2008 1,500 91.61 179.84 1,087 413
C. Howard Wietschner July 24, 2008 1,950 91.61 184.04 1,402 548
C. Howard Wietschner July 24, 2008 1,504 78.87 184.47 1,022 482
C. Howard Wietschner July 24, 2008 240 91.61 184.75 173 67
Johannes M. Boomaars July 25, 2008 5,578 53 179.90 5,578 0
Peter H. Comisar July 25, 2008 2,436 82.875 179.90 2,436 0
Douglas L. Feagin July 25, 2008 1,500 53 177.72 1,500 0
Jonathan A. Langer July 25, 2008 2,674 91.61 178.11 2,674 0
Jonathan A. Langer July 25, 2008 2,030 91.61 178.24 1,477 553
Jonathan A. Langer July 25, 2008 2,463 78.87 178.27 2,463 0
David M. Ryan July 25, 2008 4,107 78.87 179.90 4,107 0
David M. Ryan July 25, 2008 5,124 91.61 179.90 5,124 0
C. Howard Wietschner July 25, 2008 1,025 91.61 179.00 1,025 0
C. Howard Wietschner July 25, 2008 375 91.61 179.01 273 102
C. Howard Wietschner July 25, 2008 1,100 91.61 179.42 1,100 0
John S. Daly Sept. 17, 2008 10,479 82.875 119.66 10,479 0
Alejandro Vollbrechthausen Sept. 17, 2008 9,888 96.08 121.56 9,888 0
Alejandro Vollbrechthausen Sept. 17, 2008 7,533 78.87 121.67 7,533 0
Isabelle Ealet Sept. 18, 2008 3,712 78.87 105.02 3,170 542
Isabelle Ealet Sept. 18, 2008 15,000 91.61 113.00 13,335 1,665
Isabelle Ealet Sept. 18, 2008 13,535 82.875 115.00 11,313 2,222
Edith A. Hunt Sept. 18, 2008 4,000 53 103.53 4,000 0
C. Howard Wietschner Sept. 18, 2008 350 78.87 114.50 350 0
C. Howard Wietschner Sept. 18, 2008 400 78.87 115.00 400 0
Todd A. Williams Sept. 18, 2008 13,896 53 111.97 13,896 0
John S. Daly Sept. 19, 2008 7,763 91.61 124.53 7,763 0
Johan Leven* Sept. 19, 2008 9,102 53 133.26 0 0
Robin A. Vince Sept. 19, 2008 3,525 78.87 144.90 3,525 0
Robin A. Vince Sept. 19, 2008 633 82.875 144.90 633 0
Robin A. Vince Sept. 19, 2008 4,914 91.61 144.90 4,914 0
C. Howard Wietschner Sept. 19, 2008 250 91.61 125.00 250 0
C. Howard Wietschner Sept. 19, 2008 250 91.61 127.82 250 0
C. Howard Wietschner Sept. 19, 2008 150 78.87 130.00 150 0
</TABLE>
-22-
<PAGE>
<TABLE>
<CAPTION>
STRIKE SALES NUMBER OF NUMBER OF
NUMBER OF PRICE PRICE SHARES SHARES
COVERED PERSON DATE OF EXERCISE OPTIONS (IN $) (IN $) SOLD RETAINED
- -------------- ---------------- --------- ------ ------ --------- ---------
<S> <C> <C> <C> <C> <C> <C>
C. Howard Wietschner Sept. 19, 2008 300 78.87 130.28 300 0
C. Howard Wietschner Sept. 19, 2008 450 78.87 144.90 450 0
</TABLE>
* This transaction was a cash-for-stock exercise, not a cashless exercise,
and did not involve the sale of stock. As of September 19, 2008, this
transaction had not yet settled.
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>
NUMBER OF ACQUISITION OR
COVERED PERSON TRANSFER DATE SHARES DISPOSITION
- -------------- --------------- --------- --------------
<S> <C> <C> <C>
Esta E. Stecher July 25, 2008 114,985 Disposition
Elizabeth E. Beshel August 29, 2008 1,103 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 TRANSACTION NUMBER OF PRICE PER
COVERED PERSON DISPOSITION DATE SHARES SHARE (IN $)
- -------------- --------------- ------------------ --------- ------------
<S> <C> <C> <C> <C>
David M. Ryan Acquisition July 25, 2008 1 178.66
Douglas L. Feagin Acquisition September 19, 2008 679 129.80
</TABLE>
-23-
<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>
STRIKE
INSTRUMENT AND NUMBER OF PRICE
COVERED PERSON POSITION SHARES (IN $) TRANSACTION DATE MATURITY DATE
- --------------------------- -------------- --------- ------ ------------------ ------------------
<S> <C> <C> <C> <C> <C>
Susan A. Willetts Call Written 7,400 210 April 22, 2008 October 18, 2008
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
Jack Levy Call Written 30,000 210 May 13, 2008 January 17, 2009
Jack Levy Call Written 30,000 220 May 13, 2008 January 17, 2009
Christoph W. Stanger Call Written 1,000 200 June 18, 2008 January 17, 2009
Charlotte P. Ransom Call Written 4,400 200 June 20, 2008 October 18, 2008
David C. Ryan Call Written 1,800 185 June 25, 2008 September 20, 2008
Joseph H. Gleberman Call Written 50,000 200 July 2, 2008 October 18, 2008
Joseph H. Gleberman* Call Written 30,000 200 July 2, 2008 October 18, 2008
Christoph W. Stanger Call Written 600 165 July 3, 2008 January 17, 2009
Gary T. Giglio Call Written 5,000 200 July 9, 2008 October 18, 2008
Eric S. Lane Call Written 2,000 180 July 15, 2008 September 20, 2008
Craig W. Broderick Call Written 10,000 190 July 17, 2008 October 18, 2008
Mark F. Dehnert Call Written 11,900 200 July 17, 2008 October 18, 2008
William L. Jacob III Call Written 5,000 200 July 17, 2008 October 18, 2008
W. Thomas York, Jr. Call Written 2,000 200 July 17, 2008 October 18, 2008
Joseph Ravitch Call Written 2,800 190 July 18, 2008 October 18, 2008
Joseph Ravitch Call Written 2,800 195 July 18, 2008 October 18, 2008
Paul D. Bernard Call Written 10,000 200 July 21, 2008 October 18, 2008
Richard M. Campbell-Breeden Call Written 16,800 195 July 21, 2008 October 18, 2008
Milton R. Berlinski Call Written 6,000 190 July 22, 2008 September 20, 2008
Milton R. Berlinski Call Written 14,000 210 July 22, 2008 October 18, 2008
Henry Cornell Call Written 50,000 200 July 22, 2008 October 18, 2008
Edward M. Siskind Call Written 29,000 190 July 22, 2008 October 18, 2008
Stephen D. Daniel Call Written 2,200 200 July 23, 2008 September 20, 2008
W. Thomas York, Jr. Call Written 2,000 210 July 23, 2008 October 18, 2008
John A. Ashdown Call Written 6,000 200 July 24, 2008 October 18, 2008
David J. Greenwald Call Written 3,000 200 July 24, 2008 January 17, 2009
William L. Jacob III Call Written 5,000 195 July 24, 2008 October 18, 2008
Celeste A. Guth Call Written 5,000 200 July 25, 2008 September 20, 2008
Maykin Ho Call Written 8,500 200 July 25, 2008 September 20, 2008
Byron D. Trott Call Written 25,000 190 July 25, 2008 September 20, 2008
Byron D. Trott Call Written 25,000 195 July 25, 2008 October 18, 2008
C. Howard Wietschner Call Written 100 100 September 17, 2008 October 18, 2008
Simon Dingemans Call Purchased 7,700 110 September 18, 2008 April 18, 2009
Gary T. Giglio Put Written 2,000 80 September 18, 2008 January 16, 2010
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
</TABLE>
* This transaction was conducted through an estate planning entity and
relates to Other Shares.
-24-
<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: October 1, 2008
By: /s/ Beverly L. O'Toole
------------------------------------
Name: Beverly L. O'Toole
Title: Attorney-in-Fact
-25-
<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.
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.0
<SEQUENCE>2
<FILENAME>y71589exv99w0.txt
<DESCRIPTION>EX-99.0: FORM OF LETTER AGREEMENT
<TEXT>
<PAGE>
Exhibit O
Form of Letter Agreement
The Goldman Sachs Group, Inc.
85 Broad Street
New York, NY 10004
September 28, 2008
Ladies and Gentlemen:
I agree with you that until the earlier of (i) October 1, 2011 or (ii)
the date of redemption of all the shares of 10% Cumulative Perpetual Preferred
Stock, Series G, of The Goldman Sachs Group, Inc. (the "Company"), whether or
not I am employed by the Company or its subsidiaries, as follows:
1. I will continue to satisfy, at the 75% level, the Special Transfer
Restrictions (as defined in the Amended and Restated Shareholders'
Agreement among the Company and the other parties thereto, including
me (the "Shareholders Agreement")).
2. In addition, I agree that partnerships, trusts, limited liability
companies or other vehicles established in connection with my estate
planning, my spouse and I will not sell or otherwise dispose of, in
the aggregate, more than 10% of the number of shares of Common Stock
that they and I beneficially own, directly or indirectly, in the
aggregate, today.
3. Notwithstanding the foregoing, I may give securities to any public
charity or to foundations established by me or my family, and those
charities and foundations may sell or otherwise dispose of securities
they own today or in the future. The number of shares of Common Stock
that I may sell or otherwise dispose of under paragraph 2 will not
change in the event of any such gift.
4. My obligations under this letter will not apply (i) to the extent a
disposition of these securities is required by law, including, without
limitation, in connection with government service, in which case such
disposed securities will be treated as having not been beneficially
owned at any time, (ii) if there is a change in control of the
Company, or (iii) upon my death or permanent disability.
Very truly yours
- -------------------------------------
Accepted and Agreed:
THE GOLDMAN SACHS GROUP, INC.
By:
----------------------------------
Name:
Title:
</TEXT>
</DOCUMENT>
News Feed