0000950123-08-003954.txt : 20080408
<SEC-HEADER>0000950123-08-003954.hdr.sgml : 20080408
<ACCEPTANCE-DATETIME>20080408172021
ACCESSION NUMBER: 0000950123-08-003954
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20080408
DATE AS OF CHANGE: 20080408
GROUP MEMBERS: GROUP MEMBERS LISTED IN FILING
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: 1124
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-56295
FILM NUMBER: 08745969
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: 1124
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>y54054sc13dza.txt
<DESCRIPTION>AMENDMENT NO. 69 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. 69
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)
April 1, 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>
- ---------------------
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
-----------------------------------------------------------------
8. SHARED VOTING POWER (See Item 6) (Applies to each person
listed on Appendix A.)
22,483,625 Voting Shares(2) held by Covered Persons
NUMBER OF 3,660 Shared Ownership Shares held by Covered Persons(3)
SHARES 9,816,500 Sixty Day Shares held by Covered Persons(4)
BENEFICIALLY 2,727,779 Other Shares held by Covered Persons (5)
OWNED BY -----------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER (See Item 6)
REPORTING
PERSON As to Voting Shares, less than 1%
WITH 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 35,031,564
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.67%
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
- ----------
(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) 617,328 shares of Common Stock held by 29
private charitable foundations established by 29 Covered Persons; (ii)
1,484,051 shares of Common Stock held by certain family members of Covered
Persons and by certain estate planning entities established by Covered
Persons; (iii) 625,819 shares of Common Stock held in escrow for the
benefit of certain Covered Persons; and (iv) 581 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
ITEM 1 CITIZENSHIP (UNITED STATES
NAMES OF REPORTING PERSONS UNLESS OTHERWISE 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. Boomaars The Netherlands
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
ITEM 1 CITIZENSHIP (UNITED STATES
NAMES OF REPORTING PERSONS UNLESS OTHERWISE 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
ITEM 1 CITIZENSHIP (UNITED STATES
NAMES OF REPORTING PERSONS UNLESS OTHERWISE INDICATED)
- ------------------------------ ---------------------------
<S> <C>
Steven M. Feldman
Gregg J. Felton
Luca D. Ferrari Italy
Pierre-Henri Flamand France
Mark B. Florian
Timothy B. Flynn
Elisabeth Fontenelli
Silverio Foresi Italy
Edward C. Forst
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
Douglas C. Grip
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
</TABLE>
<TABLE>
<CAPTION>
ITEM 6
ITEM 1 CITIZENSHIP (UNITED STATES
NAMES OF REPORTING PERSONS UNLESS OTHERWISE INDICATED)
- ------------------------------ ---------------------------
<S> <C>
Philip Holzer Germany
Robert Howard
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
Koji Kotaka 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
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
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
ITEM 6
ITEM 1 CITIZENSHIP (UNITED STATES
NAMES OF REPORTING PERSONS UNLESS OTHERWISE INDICATED)
- ------------------------------ ---------------------------
<S> <C>
John A. Mahoney
Puneet Malhi UK
Charles G. R. Manby UK
Simon I. Mansfield UK
Robert J. Markwick UK
Serge Marquie France
Allan S. Marson UK
Alison J. Mass
David J. Mastrocola
Kathy M. Matsui
George N. Mattson
Theresa E. McCabe
Ian R. McCormick UK
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
Richard T. Ong Malaysia
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
</TABLE>
<TABLE>
<CAPTION>
ITEM 6
ITEM 1 CITIZENSHIP (UNITED STATES
NAMES OF REPORTING PERSONS UNLESS OTHERWISE INDICATED)
- ------------------------------ ---------------------------
<S> <C>
Arthur J. Peponis
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
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
William M. Roberts
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
</TABLE>
-5-
<PAGE>
<TABLE>
<CAPTION>
ITEM 6
ITEM 1 CITIZENSHIP (UNITED STATES
NAMES OF REPORTING PERSONS UNLESS OTHERWISE INDICATED)
- ------------------------------ ---------------------------
<S> <C>
Ravi Sinha India/USA
Edward M. Siskind
Jeffrey S. Sloan
Sarah E. Smith UK
Jonathan S. Sobel
David M. Solomon
Theodore T. Sotir
Daniel L. Sparks
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
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
Robin A. Vince UK
David A. Viniar
Alejandro Vollbrechthausen Mexico
David H. Voon
</TABLE>
<TABLE>
<CAPTION>
ITEM 6
ITEM 1 CITIZENSHIP (UNITED STATES
NAMES OF REPORTING PERSONS UNLESS OTHERWISE INDICATED)
- ------------------------------ ---------------------------
<S> <C>
Casper W. Von Koskull Finland
John E. Waldron
Theodore T. Wang China
Alan S. Waxman
Nicholas H. Weber
David M. Weil
John S. Weinberg
Gregg S. Weinstein
Martin M. Werner Mexico
Matthew Westerman UK
William Wicker
Elisha Wiesel
C. Howard Wietschner
Susan A. Willetts
Todd A. Williams
John S. Willian
Andrew F. Wilson New Zealand
Kendrick R. Wilson III
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 TYPE OF ITEM 6 NAME OF ESTABLISHING
NAME OF ENTITY 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. 69 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. 69 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 global
investment banking and securities 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.
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.
-8-
<PAGE>
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 in the Shareholders'
Agreement) or any other employee benefit plan specified by the Shareholders'
Committee (the "Participating Managing Directors").
-9-
<PAGE>
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.
In the case of a third-party tender or exchange offer, the Transfer
Restrictions may be waived or terminated: if the board of directors is
recommending acceptance or is not making any recommendation with respect to
acceptance of the tender or exchange offer, by a majority of the outstanding
Covered Shares; or if the board of directors is recommending rejection of the
tender or exchange offer, by 66 2/3% of the outstanding Covered Shares.
In the case of a tender or exchange offer by GS Inc., a majority of the
outstanding Covered Shares may also waive or terminate the Transfer
Restrictions.
VOTING
Prior to any vote of the shareholders of GS Inc., the Shareholders'
Agreement requires a separate, preliminary vote of substantially all Voting
Shares on each matter upon which a vote of the shareholders is proposed to be
taken (the "Preliminary Vote"). Each Voting Share will be voted in accordance
with the majority of the votes cast by the Voting Shares in the Preliminary
Vote. In elections of directors, each Voting Share will be voted in favor of the
election of those persons, equal in number to the number of such positions to be
filled, receiving the highest numbers of votes cast by the Voting Shares in the
Preliminary Vote.
-10-
<PAGE>
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 1,149,173 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
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.
-11-
<PAGE>
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.
-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)).
</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
LAWS WITHIN THE THE GOLDMAN SACHS
NAME CITIZENSHIP BUSINESS ADDRESS PRESENT EMPLOYMENT LAST FIVE YEARS GROUP, INC.
- --------------------- ----------- ------------------- ------------------------------ ---------------- -----------------
<S> <C> <C> <C> <C> <C>
Steven M. Bunson USA 85 Broad Street Managing Director, The Goldman None Less than 1% of
New York, NY 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 9,816,500 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>
C. Howard Wietschner February 15, 2008 200 150.00
C. Howard Wietschner March 19, 2008 100 170.39
C. Howard Wietschner March 19, 2008 100 170.42
C. Howard Wietschner March 19, 2008 100 169.90
C. Howard Wietschner March 19, 2008 100 166.04
C. Howard Wietschner March 19, 2008 100 166.07
C. Howard Wietschner March 19, 2008 300 166.06
C. Howard Wietschner March 19, 2008 150 174.46
C. Howard Wietschner March 19, 2008 200 174.33
C. Howard Wietschner March 19, 2008 400 169.88
Ransom 2004 Settlement March 19, 2008 4,535 171.98
Daniel L. Sparks March 19, 2008 4,000 175.78
David H. Voon March 19, 2008 3,000 178.13
David M. Solomon March 19, 2008 8,072 175.89
E. Gerald Corrigan March 19, 2008 15,000 175.07
Edward K. Eisler March 19, 2008 2,348 174.75
Edward K. Eisler March 19, 2008 19,240 174.26
Eiji Ueda March 19, 2008 8,000 175.89
Elisabeth Fontenelli March 19, 2008 5,200 172.27
Elisha Wiesel March 19, 2008 2,253 175.89
Elisha Wiesel March 19, 2008 2,253 170.00
Elisha Wiesel March 19, 2008 2,253 170.87
Jack Levy March 19, 2008 30,000 171.32
Jeffrey A. Resnick March 19, 2008 100 176.59
Jeffrey A. Resnick March 19, 2008 600 176.55
Jeffrey A. Resnick March 19, 2008 100 174.41
Jeffrey A. Resnick March 19, 2008 100 174.38
Jeffrey A. Resnick March 19, 2008 800 174.35
Jeffrey A. Resnick March 19, 2008 500 172.27
Jeffrey A. Resnick March 19, 2008 600 172.29
Jeffrey A. Resnick March 19, 2008 300 172.33
Jeffrey A. Resnick March 19, 2008 100 172.28
Jeffrey A. Resnick March 19, 2008 100 171.67
Jeffrey A. Resnick March 19, 2008 600 171.72
Jeffrey A. Resnick March 19, 2008 800 175.40
Jeffrey A. Resnick March 19, 2008 200 175.41
Jeffrey A. Resnick March 19, 2008 600 171.73
Jeffrey A. Resnick March 19, 2008 200 171.56
Jeffrey A. Resnick March 19, 2008 300 174.42
Jeffrey A. Resnick March 19, 2008 400 171.52
Jeffrey A. Resnick March 19, 2008 500 171.59
Jeffrey A. Resnick March 19, 2008 600 171.71
Jeffrey A. Resnick March 19, 2008 700 174.34
Jeffrey A. Resnick March 19, 2008 1,000 172.32
</TABLE>
-18-
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF PRICE PER
COVERED PERSON TRADE DATE SHARES SHARE (IN $)
- ----------------------------- ----------------- --------- ------------
<S> <C> <C> <C>
Jeffrey A. Resnick March 19, 2008 1,000 171.66
Jeffrey A. Resnick March 19, 2008 1,300 176.22
Jeffrey A. Resnick March 19, 2008 1,500 172.26
Jeffrey A. Resnick March 19, 2008 2,705 175.89
John S. Daly March 19, 2008 3,000 168.19
John S. Willian March 19, 2008 2,000 175.00
John S. Willian March 19, 2008 2,500 165.35
Jon Winkelried March 19, 2008 20,000 173.78
Joseph Ravitch March 19, 2008 5,675 175.89
Katinka I. Domotorffy March 19, 2008 832 178.01
L. Peter O'Hagan March 19, 2008 23,466 171.88
Marc O. Nachmann March 19, 2008 500 165.79
Masanori Mochida March 19, 2008 100,000 175.89
Michael J. Millette March 19, 2008 673 173.68
Ravi Sinha March 19, 2008 2,000 175.35
Robert A. McTamaney March 19, 2008 3,510 175.14
Samuel J. Wisnia March 19, 2008 137 166.00
Samuel J. Wisnia March 19, 2008 410 173.38
Samuel J. Wisnia March 19, 2008 2,634 165.99
Samuel J. Wisnia March 19, 2008 4,917 175.74
Shigeki Kiritani March 19, 2008 20,000 175.89
Simon I. Mansfield March 19, 2008 5,564 172.74
Thomas J. Kenny March 19, 2008 6,232 176.97
Vishal Gupta March 19, 2008 22,508 175.89
Brahm S. Cramer March 20, 2008 987 177.44
C. Howard Wietschner March 20, 2008 200 175.00
C. Howard Wietschner March 20, 2008 500 167.50
Craig W. Broderick March 20, 2008 5,000 179.09
Eric S. Lane March 20, 2008 4,000 178.47
Jeffrey M. Moslow March 20, 2008 15,000 178.94
Jon Winkelried March 20, 2008 10,000 172.19
Kenneth M. Eberts III March 20, 2008 10,000 178.30
Marc A. Spilker March 20, 2008 11,484 177.34
Maykin Ho March 20, 2008 9,067 178.18
Pablo J. Salame March 20, 2008 25,000 178.03
Suzanne O. Donohoe March 20, 2008 11,151 178.14
Christoph W. Stanger March 24, 2008 100 179.19
Christoph W. Stanger March 24, 2008 100 179.17
Christoph W. Stanger March 24, 2008 100 179.23
Christoph W. Stanger March 24, 2008 100 179.27
Christoph W. Stanger March 24, 2008 292 179.26
Christoph W. Stanger March 24, 2008 300 179.25
Christoph W. Stanger March 24, 2008 500 179.15
Eiji Ueda March 24, 2008 8,728 184.00
George N. Mattson March 24, 2008 5,000 181.75
John A. Sebastian March 24, 2008 2,303 181.76
John S. Willian March 24, 2008 784 179.00
Jon Winkelried March 24, 2008 10,000 183.00
Joseph Ravitch March 24, 2008 73 177.13
Marc O. Nachmann March 24, 2008 250 180.05
Marc O. Nachmann March 24, 2008 250 178.44
Michael L. Dweck March 24, 2008 3,597 183.19
Ravi Sinha March 24, 2008 5,000 182.22
Raymond J. Iwanowski March 24, 2008 5,000 178.60
</TABLE>
-19-
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF PRICE PER
COVERED PERSON TRADE DATE SHARES SHARE (IN $)
- ----------------------------- ----------------- --------- ------------
<S> <C> <C> <C>
William C. Montgomery March 24, 2008 5,000 182.87
C. Howard Wietschner March 25, 2008 100 180.00
C. Howard Wietschner March 25, 2008 100 181.00
C. Howard Wietschner March 25, 2008 100 182.00
Charlotte P. Ransom March 25, 2008 5,000 182.23
Christopher G. French March 25, 2008 23,636 177.64
Ivan Ross March 25, 2008 500 179.88
Ivan Ross March 25, 2008 500 181.62
John J. Lauto March 25, 2008 500 181.95
John S. Willian March 25, 2008 1,000 180.00
Karen D. Seitz March 25, 2008 2,858 180.00
Konstantinos N. Pantazopoulos March 25, 2008 2,000 180.00
Konstantinos N. Pantazopoulos March 25, 2008 2,636 182.25
Marc O. Nachmann March 25, 2008 250 181.92
Marc O. Nachmann March 25, 2008 280 179.93
Mark B. Florian March 25, 2008 476 177.65
R. Martin Chavez March 25, 2008 1,930 180.18
William M. Roberts March 25, 2008 14,641 180.09
C. Howard Wietschner March 26, 2008 150 176.11
Kenichi Nagasu March 26, 2008 368 178.49
Pablo J. Salame March 26, 2008 47,103 175.68
C. Howard Wietschner March 27, 2008 150 171.51
Ellen R. Porges March 27, 2008 1,478 174.24
John S. Willian March 27, 2008 2,000 171.32
William L. Jacob III March 27, 2008 74 170.54
Jana Doty April 1, 2008 500 175.00
John J. Vaske April 1, 2008 5,000 171.12
John S. Willian April 1, 2008 1,000 175.00
John S. Willian April 1, 2008 1,000 173.35
Richard M. Ruzika April 1, 2008 15,000 174.13
Steven M. Feldman April 1, 2008 4,000 174.05
Timothy M. Kingston April 1, 2008 3,000 173.00
</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>
Samuel J. Wisnia March 19, 2008 137 166.33
Samuel J. Wisnia March 19, 2008 2,634 165.89
David M. Solomon March 24, 2008 4,202 183.00
Ellen R. Porges March 27, 2008 230 173.39
</TABLE>
-20-
<PAGE>
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 through one or
more subsidiaries of GS Inc. for cash on the New York Stock Exchange:
<TABLE>
<CAPTION>
PURCHASE NUMBER OF PRICE PER
COVERED PERSON OR SALE TRADE DATE SHARES SHARE (IN $)
- --------------------- -------- -------------- --------- ------------
<S> <C> <C> <C> <C>
E. Gerald Corrigan Sale March 19, 2008 5,000 175.29
Jeffrey P. Nedelman Sale March 19, 2008 1,500 176.95
Michael S. Sherwood Sale March 19, 2008 7,302 174.79
Jeffrey P. Nedelman Sale March 20, 2008 1,484 174.14
Ryan D. Limaye Sale March 20, 2008 1,465 175.28
Christopher A. Cole Sale March 24, 2008 2,000 182.59
Randolph L. Cowen Sale March 25, 2008 4,587 179.72
Tracy R. Wolstencroft Sale March 31, 2008 5,000 163.75
</TABLE>
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>
DATE OF NUMBER OF STRIKE PRICE SALES PRICE NUMBER OF NUMBER OF
COVERED PERSON EXERCISE OPTIONS (IN $) (IN $) SHARES SOLD SHARES RETAINED
- -------------------------- -------------- --------- ------------ ----------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Arthur J. Peponis March 19, 2008 4,487 53.00 175.89 4,487 0
John S. Daly March 19, 2008 2,000 53.00 167.41 2,000 0
Melissa R. Brown March 19, 2008 1,361 53.00 175.89 1,361 0
David M. Solomon March 24, 2008 62,368 91.61 182.06 62,368 0
Dean C. Backer March 24, 2008 6,045 82.875 179.73 6,045 0
Dean C. Backer March 24, 2008 8,652 91.61 179.78 8,652 0
Mark G. Machin March 24, 2008 4,395 78.87 177.15 4,395 0
Mark G. Machin March 24, 2008 7,869 82.875 177.38 7,869 0
Mark G. Machin March 24, 2008 15,204 91.61 176.82 15,204 0
Jean Raby March 25, 2008 1,000 53.00 179.44 1,000 0
Michael G. De Lathauwer March 26, 2008 1,500 53.00 176.10 1,500 0
Michael G. De Lathauwer* March 26, 2008 11,000 53.00 176.69 0 0
Ellen R. Porges March 27, 2008 3,693 96.08 173.46 3,693 0
John S. Daly March 31, 2008 3,000 53.00 165.20 3,000 0
Elizabeth E. Beshel April 1, 2008 1,044 78.87 172.94 1,044 0
John S. Daly April 1, 2008 5,000 53.00 173.89 5,000 0
</TABLE>
* This transaction was a cash-for-stock exercise, not a cashless exercise,
and did not involve the sale of stock. As of April 1, 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
COVERED PERSON TRANSFER DATE SHARES OR DISPOSITION
- --------------------- ---------------- --------- --------------
<S> <C> <C> <C>
Silverio Foresi February 8, 2008 14 Disposition
Gordon E. Dyal March 4, 2008 5,416 Disposition
Clare R. Scherrer March 19, 2008 1,006 Acquisition
Ivan Ross March 24, 2008 275 Disposition
Jeffrey B. Goldenberg March 25, 2008 700 Disposition
Sara E. Recktenwald March 26, 2008 1,856 Acquisition
</TABLE>
-21-
<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 American-style
standardized call options or purchased American-Style standardized put options
on Voting Shares with the following terms:
<TABLE>
<CAPTION>
CALL WRITTEN OR NUMBER OF STRIKE PRICE
COVERED PERSON PUT PURCHASED SHARES (IN $) TRANSACTION DATE MATURITY DATE
- -------------------------------- --------------- --------- ------------ ---------------- ----------------
<S> <C> <C> <C> <C> <C>
Jack Levy Call Written 60,000 230 October 1, 2007 April 19, 2008
Christopher A. Cole Call Written 5,000 300 October 9, 2007 January 17, 2009
Tracy R. Wolstencroft Call Written 50,000 300 October 26, 2007 April 19, 2008
Bott 2004 Settlement Call Written 5,800 195 January 9, 2008 July 19, 2008
Campbell-Breeden 2004 Settlement Call Written 17,500 195 January 9, 2008 July 19, 2008
John S. Willian Call Written 1,000 210 January 10, 2008 April 19, 2008
John S. Willian Call Written 2,000 220 January 14, 2008 April 19, 2008
Stuart N. Bernstein Call Written 1,500 230 January 14, 2008 July 19, 2008
Celeste A. Guth Call Written 5,000 220 January 16, 2008 April 19, 2008
Paul D. Bernard Call Written 10,000 230 January 16, 2008 April 19, 2008
H. John Gilbertson Jr Call Written 5,000 220 January 23, 2008 April 19, 2008
Peter C. Aberg Call Written 12,000 200 January 23, 2008 January 17, 2009
Susan A. Willetts Call Written 7,400 220 January 24, 2008 April 19, 2008
Henry Cornell Call Written 50,000 230 January 25, 2008 April 19, 2008
Jeffrey M. Moslow Call Written 2,600 210 January 25, 2008 July 19, 2008
Jeffrey M. Moslow Call Written 2,500 200 January 25, 2008 July 19, 2008
Marc A. Spilker Call Written 5,000 220 January 25, 2008 July 19, 2008
Paul M. Russo Call Written 5,000 250 January 25, 2008 April 19, 2008
W. York Jr Call Written 2,000 190 January 25, 2008 April 19, 2008
W. York Jr Call Written 2,000 220 January 25, 2008 April 19, 2008
Manby 2004 Settlement Call Written 9,200 190 January 30, 2008 July 19, 2008
Stephen D. Daniel Call Written 2,200 220 February 5, 2008 April 19, 2008
C. Howard Wietschner Call Written 300 160 March 19, 2008 April 19, 2008
C. Howard Wietschner Call Written 300 150 March 19, 2008 April 19, 2008
C. Howard Wietschner Call Written 200 170 March 19, 2008 April 19, 2008
Enrico S. Gaglioti Call Written 11,100 175 March 19, 2008 April 19, 2008
J.Ronald Morgan III Call Written 2,800 180 March 19, 2008 July 19, 2008
Jeffrey A. Resnick Call Written 9,000 180 March 19, 2008 July 19, 2008
Jeffrey M. Moslow Call Written 4,900 170 March 19, 2008 July 19, 2008
John S. Daly Call Written 10,000 200 March 19, 2008 July 19, 2008
Michael J. Millette Call Written 600 185 March 19, 2008 July 19, 2008
Paul M. Russo Call Written 5,000 170 March 19, 2008 April 19, 2008
Paul M. Russo Call Written 5,000 175 March 19, 2008 April 19, 2008
Brahm S. Cramer Call Written 11,000 185 March 20, 2008 July 19, 2008
Brian T. Levine Call Written 2,300 185 March 20, 2008 July 19, 2008
C. Howard Wietschner Call Written 1,200 155 March 20, 2008 April 19, 2008
C. Howard Wietschner Call Written 500 190 March 20, 2008 April 19, 2008
Eric S. Lane Call Written 1,000 185 March 20, 2008 July 19, 2008
Eric S. Lane Call Written 1,000 190 March 20, 2008 July 19, 2008
Kendrick R. Wilson III Call Written 75,000 200 March 20, 2008 January 17, 2009
Kendrick R. Wilson III Call Written 75,000 190 March 20, 2008 January 17, 2009
Maykin Ho Call Written 8,500 185 March 20, 2008 July 19, 2008
</TABLE>
-22-
<PAGE>
<TABLE>
<CAPTION>
CALL WRITTEN OR NUMBER OF STRIKE PRICE
COVERED PERSON PUT PURCHASED SHARES (IN $) TRANSACTION DATE MATURITY DATE
- -------------------------------- --------------- --------- ------------ ---------------- ----------------
<S> <C> <C> <C> <C> <C>
John A. Sebastian Call Written 2,300 180 March 24, 2008 May 17, 2008
Joseph Ravitch Call Written 5,600 180 March 24, 2008 July 19, 2008
Theresa E. McCabe Call Written 15,000 210 March 24, 2008 July 19, 2008
Ransom 2004 Settlement Call Written 5,000 200 March 25, 2008 July 19, 2008
Craig W. Broderick Call Written 10,000 190 March 25, 2008 July 19, 2008
William L. Jacob III Call Written 5,000 190 March 26, 2008 July 19, 2008
C. Howard Wietschner Call Written 200 190 March 27, 2008 May 17, 2008
Jeffrey A. Resnick Put Purchased 9,000 175 March 27, 2008 July 19, 2008
William L. Jacob III Call Written 5,000 200 March 27, 2008 July 19, 2008
C. Howard Wietschner Call Written 200 155 March 28, 2008 May 17, 2008
David B. Heller Call Written 10,000 180 March 28, 2008 July 19, 2008
John S. Willian Call Written 2,000 180 March 28, 2008 July 19, 2008
Edward M. Siskind Call Written 8,000 190 March 31, 2008 July 19, 2008
Edward M. Siskind Call Written 2,000 190 April 1, 2008 July 19, 2008
Paul M. Young Call Written 4,700 175 April 1, 2008 July 19, 2008
Peter K. Tomozawa Call Written 6,000 195 April 1, 2008 July 19, 2008
</TABLE>
-23-
<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: April 8, 2008
By: /s/ Beverly L. O'Toole
------------------------------------
Name: Beverly L. O'Toole
Title: Attorney-in-Fact
-24-
<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)).
</TABLE>
</TEXT>
</DOCUMENT>
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