SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
File No. 005-56295
SCHEDULE 13D/A
(Rule 13d-101)
Amendment No. 94
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
The Goldman Sachs Group, Inc.
200 West Street
New York, New York 10282
Telephone: (212) 902-1000
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
July 3, 2017
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
(Continued on following pages)
CUSIP NO. 38141G 10 4 13D
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1. NAMES OF REPORTING PERSONS: Each of the persons identified on Appendix A.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
As to a group consisting solely of Covered Persons/1/ (a) [X]
As to a group consisting of persons other than Covered Persons (b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS: OO and PF (Applies to each person listed on Appendix A.)
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [_]
ITEM 2(d) OR 2(e) (Applies to each person listed on Appendix A.)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION United States unless otherwise indicated on Appendix A.
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7. SOLE VOTING POWER: 0
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8. SHARED VOTING POWER (See Item 6) (Applies to each person listed on Appendix A.)
NUMBER OF 14,170,396 Voting Shares/2/ held by Covered Persons
SHARES 170 Shared Ownership Shares held by Covered Persons/3/
BENEFICIALLY 2,077,665 Sixty Day Shares held by Covered Persons/4/
OWNED BY 2,452,788 Other Shares held by Covered Persons/5/
EACH ----------------------------------------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER (See Item 6)
PERSON As to Voting Shares, less than 1%
WITH As to Shared Ownership Shares, Sixty Day Shares and Other
Shares, 0
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10. SHARED DISPOSITIVE POWER (See Item 6):
As to Voting Shares, 0
As to Shared Ownership Shares, less than 0.01%
As to Sixty Day Shares and Other Shares, less than 1%.
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,701,019
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.79%
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14. TYPE OF REPORTING PERSON IN
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1 For a definition of this term, please see Item 2.
2 For a definition of this term, please see Item 6.
3 "Shared Ownership Shares" are shares of Common Stock (other than Other
Shares, as defined below) of which a Covered Person shares beneficial
ownership with someone other than the Covered Person's spouse. Each Covered
Person disclaims beneficial ownership of Shared Ownership Shares beneficially
owned by each other Covered Person.
4 "Sixty Day Shares" are shares of Common Stock deemed to be beneficially owned
under Rule 13d-3(d)(1) because a Covered Person has the right to acquire
beneficial ownership within 60 days of the date hereof. See Annex B 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) 80,336 shares of Common Stock held by nine
private charitable foundations established by nine Covered Persons;
(ii) 2,371,235 shares of Common Stock held by certain family members of
Covered Persons and by certain estate planning entities established by
Covered Persons; and (iii) 1,217 shares of Common Stock held by the trust
underlying The Goldman Sachs 401(k) Plan. Each Covered Person disclaims
beneficial ownership of Other Shares beneficially owned by each other Covered
Person, and each Covered Person disclaims beneficial ownership of all shares
held by any private charitable foundation or any family member of a Covered
Person.
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Appendix A
ITEM 6 ITEM 6
ITEM 1 Citizenship ITEM 1 Citizenship
---------------------------- (United States ---------------------------- (United States
unless otherwise unless otherwise
Names of Reporting Persons indicated) Names of Reporting Persons indicated)
---------------------------- ---------------- ---------------------------- ------------------
Paul R. Aaron Tavis Cannell UK/Ireland
Fadi Abuali Canada/Kuwait Valentino D. Carlotti
Charles F. Adams Michael J. Carr
Nicole Vijay Agnew Canada David E. Casner
Gregory A. Agran Kenneth Gerard Castelino India
Raanan A. Agus Donald J. Casturo
Philip S. Armstrong UK Christian Channell UK
Aaron M. Arth Sonjoy Chatterjee India
Armen A. Avanessians R. Martin Chavez
Dean C. Backer Alex S. Chi
Charles Baillie David Chou UK
Andrew J. Bagley UK Gary W. Chropuvka
Vivek J. Bantwal Thalia Chryssikou Greece
Jennifer A. Barbetta Massimiliano Ciardi Italy
Steven K. Barg Kent A. Clark Canada/USA
Thomas J. Barrett III Alan M. Cohen
Jonathan Barry Darren W. Cohen
Steven M. Barry Stephanie E. Cohen
Stacy Bash-Polley Colin Coleman South Africa
Gareth W. Bater UK Denis P. Coleman III
Jonathan Andrew Bagot Kathleen A. Connolly
Bayliss UK Thomas G. Connolly Ireland/USA
Gerard M. Beatty Karen R. Cook UK
Deborah R. Beckmann Edith W. Cooper
Jonathan A. Beinner Kenneth W. Coquillette
Heather Bellini Richard N. Cormack UK
Tracey E. Benford David Coulson USA/UK
Philip R. Berlinski Belgium/USA James V. Covello
Frances R. Bermanzohn Christopher A. Crampton
Robert A. Berry UK/USA Jeffrey R. Currie
Avanish R. Bhavsar Michael D. Daffey Australia
Lloyd C. Blankfein Canute H. Dalmasse
Vivek Bohra Anne Marie B. Darling
Stefan R. Bollinger Switzerland David H. Dase
Brian W. Bolster Michael J. Daum
Shane M. Bolton UK Jennifer L. Davis
Robert D. Boroujerdi Francois-Xavier de Mallmann France/Switzerland
Jill A. Borst Daniel L. Dees
William C. Bousquette, Jr. Mark F. Dehnert
Sally A. Boyle UK Massimo Della Ragione Italy
Michael J. Brandmeyer Sara V. Devereux
Jason H. Brauth Olaf Diaz-Pintado Spain
Clarence K. Brenan Joseph P. DiSabato
Samuel S. Britton Michele I. Docharty
Craig W. Broderick Thomas M. Dowling
Michael Bruun Denmark Robert Drake-Brockman UK
Steven M. Bunson Iain N. Drayton UK
Robert A. Camacho Alessandro Dusi Italy
Philippe L. Camu Belgium Isabelle Ealet France
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ITEM 6 ITEM 6
ITEM 1 Citizenship ITEM 1 Citizenship
---------------------------- (United States ---------------------------- (United States
unless otherwise unless otherwise
Names of Reporting Persons indicated) Names of Reporting Persons indicated)
---------------------------- ---------------- ---------------------------- ----------------
Kenneth M. Eberts III Andrew M. Gordon
David P. Eisman Sarah J. Gray UK
Charalampos Eliades Greece Michael J. Graziano
James Ellery UK Nishi Grose UK
Kathleen G. Elsesser Bradley J. Gross UK/USA
Edward A. Emerson Argentina/UK Peter Gross
James P. Esposito Anthony Gutman UK/USA
Michael P. Esposito Carey Halio
Carl Faker France/Lebanon Elizabeth M. Hammack
Elizabeth C. Fascitelli Joanne Hannaford UK
Patrick J. Fels Jan Hatzius Germany
Benjamin W. Ferguson Brian Michael Haufrect
Carlos Fernandez-Aller Spain Peter Hermann Denmark
Jonathan H. Fine UK/USA Edouard Hervey France
Wolfgang Fink Germany Matthias Hieber Austria
Samuel W. Finkelstein Charles P. Himmelberg
Peter E. Finn Amanda S. Hindlian
David A. Fishman Martin Hintze Germany
Colleen A. Foster Kenneth L. Hirsch
David A. Fox Kenneth W. Hitchner
Sheara J. Fredman Simon N. Holden UK
Christopher G. French UK Dane E. Holmes
David A. Friedland Ning Hong China
Richard A. Friedman Sean C. Hoover
Johannes P. Fritze Germany/USA Harold P. Hope III
Andrew John Fry Australia Ericka T. Horan
Dino Fusco Shin Horie Japan
Jacques Gabillon France Russell W. Horwitz
Charlie H. Gailliot James P. Houghton UK
Sean J. Gallagher Erdit F. Hoxha Albania/UK
Gonzalo R. Garcia Chile Pierre Hudry France
James R. Garman UK Kathleen Hughes Ireland/USA
M. Huntley Garriott, Jr. Ming Yunn Stephanie Hui UK/Hong Kong
Francesco U. Garzarelli Italy Irfan S. Hussain Pakistan
Gabriel Elliot Gelman Russell E. Hutchinson Canada/USA
Matthew R. Gibson Hidehiro Imatsu Japan
Jeffrey M. Gido Timothy J. Ingrassia
Gary T. Giglio Omer Ismail USA/Pakistan
Nick V. Giovanni William L. Jacob III
Joshua Glassman Christian W. Johnston Australia
John L. Glover III Andrew J. Jonas
Justin G. Gmelich Adrian M. Jones Ireland
Richard J. Gnodde Ireland/South Eric S. Jordan
Africa Roy R. Joseph Guyana
Cyril J. Goddeeris Canada Andrew J. Kaiser
Jeffrey B. Goldenberg Etsuko Kanayama Japan
Alexander S. Golten UK Vijay M. Karnani India
Court E. Golumbic Alan S. Kava
Parameswaran Gopikrishnan India Geraldine Keefe UK/Spain
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ITEM 6 ITEM 6
ITEM 1 Citizenship ITEM 1 Citizenship
---------------------------- (United States ---------------------------- (United States
unless otherwise unless otherwise
Names of Reporting Persons indicated) Names of Reporting Persons indicated)
---------------------------- ---------------- ---------------------------- ----------------
Andre Helmut Kelleners Germany Paget MacColl
Kevin G. Kelly Paula B. Madoff
Christopher Keogh John G. Madsen
Aasem G. Khalil Raja Mahajan
Tammy A. Kiely John A. Mahoney
John J. Kim Puneet Malhi UK
Robert C. King, Jr. Raghav Maliah India
Simon J. Kingsbury UK John V. Mallory
Hideki Kinuhata Japan Richard M. Manley UK
Shigeki Kiritani Japan Clifton C. Marriott USA/UK
Marie Louise Kirk Denmark Michael C. J. Marsh UK
Maxim B. Klimov Ukraine Elizabeth Gregory Martin
Edward C. Knight UK Sarah Marie Martin
Michael E. Koester Alison J. Mass
Kathryn A. Koch US/UK Robert A. Mass
J. Christopher A. Kojima Canada/USA Jason L. Mathews
Adam M. Korn Kathy M. Matsui
David J. Kostin Alexander Mayer Germany
Jorg H. Kukies Germany John J. McCabe
Meena K. Lakdawala Matthew B. McClure UK
Tuan Lam Dermot W. McDonogh Ireland
Eric S. Lane Brendan Michael McGovern
David W. Lang John J. McGuire, Jr.
Nyron Z. Latif Sean T. McHugh
Bruce M. Larson John W. McMahon
Hugh J. Lawson James A. McNamara
Scott L. Lebovitz Richard P. McNeil Jamaica/USA
Brian J. Lee Celine Mechain France
George C. Lee Avinash Mehrotra
Gregory P. Lee Ali S. Melli Saint Kitts and
Ronald Lee Nevis
David A. Lehman Xavier C. Menguy France
Todd W. Leland David D. Miller
Laurent Lellouche France Milton R. Millman III
Gregg R. Lemkau Jung Min
Gavin J. Leo-Rhynie USA/Jamaica Christina P. Minnis
Deborah R. Leone Kayhan Mirza Canada
Eugene H. Leouzon France Masanori Mochida Japan
John R. Levene UK Timothy H. Moe Ireland
Brian T. Levine Joseph Montesano
Tianqing Li Hong Kong Ricardo Mora
Gwen R. Libstag Sam Alexander Morgan UK
Dirk L. Lievens Belgium Thomas C. Morrow
Ryan D. Limaye Edward Gary Morse, Jr.
Luca M. Lombardi Italy Sharmin Mossavar-Rahmani UK
Victor M. Lopez-Balboa Heather Louise Mulahasani
Kyriacos Loupis Cyprus/USA Majedabadi Kohne UK
David B. Ludwig Eric D. Muller
Peter J. Lyon Takashi Murata Japan
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ITEM 6 ITEM 6
ITEM 1 Citizenship ITEM 1 Citizenship
----------------------------- (United States ---------------------------- (United States
unless otherwise unless otherwise
Names of Reporting Persons indicated) Names of Reporting Persons indicated)
----------------------------- ---------------- ---------------------------- ----------------
Marc O. Nachmann John F. W. Rogers
Ezra Nahum France/USA Scott A. Romanoff
Amol S. Naik India/USA Johannes Rombouts The Netherlands
Jyothsna Natauri Michael E. Ronen Germany/Israel
Una M. Neary Simon A. Rothery Australia
Jeffrey P. Nedelman Jason T. Rowe
Dimitrios Nikolakopoulos Australia/UK/ Jami Rubin
Greece David T. Rusoff
Fergal J. O'Driscoll Ireland Peter C. Russell
Gregory G. Olafson Canada Paul M. Russo
Brett A. Olsher UK/USA Colin J. Ryan Ireland
Jernej Omahen Slovenia Ankur A. Sahu India
Timothy J. O'Neill Mahesh Saireddy
Lisa Opoku Pablo J. Salame
Peter C. Oppenheimer UK Julian Salisbury UK
Gerald B. Ouderkirk III Thierry Sancier France
Michael Martin Paese Luke A. Sarsfield III
Gregory K. Palm Adam H. Savarese
Konstantinos N. Pantazopoulos Greece Jason M. Savarese
James R. Paradise UK John R. Sawtell UK
Paul Gray Parker Susan J. Scher
Francesco Pascuzzi Italy Stephen M. Scherr
Anthony W. Pasquariello Clare R. Scherrer
Sheila H. Patel Joshua S. Schiffrin
Nirubhan Pathmanabhan UK Jeffrey W. Schroeder
David B. Philip Harvey M. Schwartz
Nicholas W. Phillips UK David A. Schwimmer
Hugh R. Pill UK Stephen B. Scobie UK
Ellen R. Porges John A. Sebastian
Kim-Thu Posnett Stacy D. Selig
Dmitri Potishko Australia Gaurav Seth India
Alexander E. Potter Kunal K. Shah UK
Gilberto Pozzi Italy Tejas A. Shah
Macario Prieto Spain Konstantin A. Shakhnovich
Robert Pulford UK Heather K. Shemilt Canada
Xiao Qin UK Michael H. Siegel
John J. Rafter Ireland Richard L. Siewert, Jr.
Sumit Rajpal Suhail A. Sikhtian
Ganesh Ramani India Jason E. Silvers
Richard N. Ramsden UK Nicholas Sims Australia
Marko John Ratesic Gavin Simms UK
Andrew K. Rennie Australia/UK Michael L. Simpson
Lawrence J. Restieri, Jr. Kristin O. Smith
James H. Reynolds France Marshall Smith
Kate D. Richdale UK Sarah E. Smith UK
Michael J. Richman David M. Solomon
Francois J. Rigou France Mark R. Sorrell UK
Michael Rimland Christoph W. Stanger Austria
Scott M. Rofey Esta E. Stecher
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ITEM 6 ITEM 6
ITEM 1 Citizenship ITEM 1 Citizenship
---------------------------- (United States ---------------------------- (United States
unless otherwise unless otherwise
Names of Reporting Persons indicated) Names of Reporting Persons indicated)
---------------------------- ---------------- ---------------------------- ----------------
Laurence Stein South Africa/USA Toshihiko Umetani Japan
Kevin M. Sterling Peter van der Goes, Jr.
John D. Storey Australia Mark A. Van Wyk
Patrick M. Street UK Damien R. Vanderwilt Australia/UK
Steven H. Strongin Jonathan R. Vanica
Joseph Struzziery III Ashok Varadhan
Umesh Subramanian India Christoph Vedral Germany
Ram K. Sundaram India Andrea Vella Italy
Li Hui Suo China Philip J. Venables UK/USA
Damian E. Sutcliffe UK/USA Rajesh Venkataramani
Robert J. Sweeney Simone Verri Italy
Michael S. Swell Matthew P. Verrochi
Joseph D. Swift Jeffrey L. Verschleiser
Aurora J. Swithenbank USA/UK Robin A. Vince UK/USA
Gene T. Sykes Alejandro Vollbrechthausen Mexico
Christopher W. Taendler John E. Waldron
Harit Talwar Simon R. Watson UK
Jeremy Taylor Peter A. Weidman
Megan M. Taylor Owen O. West
Richard J. Taylor UK Ronnie A. Wexler
Thomas D. Teles Elisha Wiesel
Pawan Tewari David D. Wildermuth
Ryan J. Thall John S. Willian
David S. Thomas Andrew F. Wilson New Zealand
Ben W. Thorpe UK Andrew E. Wolff
Oliver Thym Germany Neil Edward Wolitzer
Andrew R. Tilton Denise A. Wyllie UK
Joseph K. Todd Yoshihiko Yano Japan
Klaus B. Toft Denmark Shinichi Yokote Japan
Hiroyuki Tomokiyo Japan W. Thomas York, Jr.
Thomas Tormey Wassim G. Younan Lebanon/UK
Frederick Towfigh Han Song Zhu China
Padideh Nora Trojanow USA/UK Adam J. Zotkow
Kenro Tsutsumi Japan
Eiji Ueda Japan
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This Amendment No. 94 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. 94 is being filed primarily because the number
of shares of Common Stock (as defined in Item 1 below) beneficially owned by
Covered Persons (as defined in Item 2 below) has decreased by an amount in
excess of one percent of the total number of shares of Common Stock outstanding.
ITEM 1. Security and Issuer
This Schedule relates to the Common Stock, par value $.01 per share
(the "Common Stock"), of The Goldman Sachs Group, Inc. ("GS Inc."), a Delaware
corporation. The address of the principal executive offices of GS Inc. is 200
West Street, New York, New York 10282.
ITEM 2. Identity and Background
(a), (b), (c), (f) The cover page to this Schedule and Appendix A
hereto contain the names of the individuals ("Covered Persons") who are parties
to an Amended and Restated Shareholders' Agreement, originally dated as of
May 7, 1999 and amended and restated effective as of January 15, 2015 (as
amended from time to time, the "Shareholders' Agreement"). This filing is being
made on behalf of all of the Covered Persons, and their agreement that this
filing may be so made is contained in the Shareholders' Agreement.
Appendix A hereto also provides the citizenship of each Covered
Person. Each Covered Person is a current or former Participating Managing
Director (as defined in Item 6 below) of GS Inc. or one of its affiliates. GS
Inc. is a global investment banking, securities and investment management firm.
The business address of each Covered Person for purposes of this Schedule is
200 West Street, New York, New York 10282.
(d), (e) During the last five years no Covered Person 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
being subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration
The Covered Persons have acquired and will acquire shares of Common
Stock in the following manners: (i) the former profit participating limited
partners active in the business of The Goldman Sachs Group, L.P. ("Group L.P.")
(the "IPO PMDs") acquired certain shares of Common Stock in exchange for their
interests in Group L.P. and certain of its affiliates and investee
corporations; (ii) the former owners (the "Acquisition Covered Persons") of
Hull and Associates, L.L.C. ("Hull") and Goldman Sachs & Partners Australia
Group Holdings Pty Ltd ("GS&PA") acquired certain shares of Common Stock in
exchange for their interests in Hull and GS&PA, respectively; and (iii) certain
Covered Persons have acquired and will acquire beneficial ownership of certain
shares of Common Stock in connection with GS Inc.'s initial public offering
and/or pursuant to GS Inc.'s employee compensation, benefit or similar plans.
Covered Persons may from time to time acquire shares of Common Stock
for investment purposes. Such Common Stock may be acquired with personal funds
of or funds borrowed by such Covered Person.
ITEM 4. Purpose of Transactions
The Covered Persons, other than the Acquisition Covered Persons,
acquired certain shares of Common Stock in connection with the succession of GS
Inc. to the business of Group L.P. and GS Inc.'s initial public offering and/or
through certain employee compensation, benefit or similar plans of GS Inc. The
Acquisition Covered Persons acquired certain shares of Common Stock in
connection with the acquisition by GS Inc. of Hull or GS&PA, as applicable, and
through certain employee compensation, benefit or similar plans of GS Inc.
Covered Persons may from time to time acquire shares of Common Stock
for investment purposes. Except as described herein and in Annex A and except
for the acquisition by Covered Persons of Common Stock
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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 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 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 B, 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: 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 C or previously reported on Schedule
13D, no Covered Person has effected any transactions in Common Stock in the 60
days preceding July 3, 2017.
(d) Not Applicable.
(e) As of July 3, 2017, the Covered Persons beneficially owned less
than 5% of the outstanding Common Stock.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Each Covered Person listed on the cover page to this Schedule and
Appendix A hereto is a party to the Shareholders' Agreement. The Shareholders'
Agreement and forms of the Counterparts to the Shareholders' Agreement are
filed as Exhibits to this Schedule, and the following summary of the terms of
the Shareholders' Agreement is qualified in its entirety by reference thereto.
References to the "board of directors" are to the board of directors of GS Inc.
The Covered Persons under the Shareholders' Agreement include all
Managing Directors of GS Inc. who participate in the GS Inc. Partner
Compensation Plan or Restricted Partner Compensation Plan (each as defined in
the Shareholders' Agreement) or any other employee benefit plan specified by
the Shareholders' Committee described below under "Information Regarding the
Shareholders' Committee" (the "Participating Managing Directors").
The "Voting Shares" include all of the shares of Common Stock of which
a Covered Person (or, in approved cases, his or her spouse or domestic partner)
is the sole beneficial owner (excluding shares of Common Stock held by the
trust underlying The Goldman Sachs 401(k) Plan). The interest of a spouse or
domestic partner in a joint account, an economic interest of GS Inc. as
pledgee, and the interest of certain persons in approved estate planning
vehicles will be disregarded for the purposes of determining whether a Covered
Person is the sole beneficial owner of shares of Common Stock.
TRANSFER RESTRICTIONS
Each Covered Person has agreed in the Shareholders' Agreement, among
other things, to retain sole beneficial ownership of a number of shares of
Common Stock at least equal to 25% of such Covered Person's Covered Shares (as
defined below); provided, that with respect to 2009 year-end equity awards
granted in
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accordance with the equity deferral table approved by the board of directors or
its Compensation Committee, such number shall equal 30% of the Covered Shares
relating thereto (the "General Transfer Restrictions"). Effective January 15,
2015 (the "Effective Date"), in connection with GS Inc.'s implementation of
stock ownership guidelines (the "Guidelines") for its senior executive
officers, the transfer restrictions in the Shareholders' Agreement applicable
to certain senior officers designated by the Shareholders' Committee (the
"Special Transfer Restrictions" and, together with the General Transfer
Restrictions, the "Transfer Restrictions") were amended to require such
officers to retain sole beneficial ownership of a number of shares of Common
Stock at least equal to 50% of the increase (or, if such Covered Person is then
the chief executive officer of GS Inc., 75% of the increase) in Covered Shares
received by or delivered to such Covered Person following the Effective Date.
The prior Special Transfer Restrictions, which required each senior officer to
retain 75% of his or her Covered Shares, will continue to apply to deliveries
made prior to the Effective Date. The Guidelines require that the Corporation's
chief executive officer hold shares of common stock equal to 10 times his or
her base salary and each other senior executive officer hold shares of common
stock equal to 6 times his or her base salary. The same shares may be used to
satisfy the Guidelines, the Special Transfer Restrictions and the General
Transfer Restrictions. The Transfer Restrictions applicable to a Covered Person
terminate upon the death of the Covered Person. Shares beneficially owned by a
Covered Person through certain approved estate planning vehicles established by
Covered Persons or, as applicable, by the Covered Person's spouse or domestic
partner are generally deemed to count toward the satisfaction of the Transfer
Restrictions.
For these purposes, "Covered Shares," with respect to a Covered
Person, will be recalculated each time the Covered Person receives Common Stock
underlying an award of restricted stock units, exercises a stock option (not
including, in each case, awards in connection with GS Inc.'s initial public
offering) or receives an award of restricted stock. The calculation of Covered
Shares will include the gross number of shares underlying such restricted stock
units or stock options or the gross number of shares of restricted stock, in
each case less (i) a number of shares determined by reference to tax rates
specified by the Shareholders' Committee and (ii) the number of shares
necessary to cover the option exercise price, if applicable (all as calculated
pursuant to a formula set out in the Shareholders' Agreement). The calculation
of Covered Shares will only take into account awards that occurred after the
Covered Person became a Participating Managing Director. The Shareholders'
Committee has the power to determine, and has determined from time to time in
particular situations, whether restricted stock or shares of Common Stock
delivered pursuant to restricted stock units or stock options are deemed
"Covered Shares."
WAIVERS
The Shareholders' Committee has the power to waive, and has waived,
the Transfer Restrictions from time to time to permit Covered Persons to
transfer Common Stock in particular situations (such as transfers to family
members, partnerships or trusts), but not generally. The Shareholders'
Committee also has the power to waive the Transfer Restriction to permit
Covered Persons to: participate as sellers in underwritten public offerings of,
and stock repurchase programs and tender and exchange offers by GS Inc. for,
Common Stock; transfer Common Stock to charities, including charitable
foundations; and transfer Common Stock held in employee benefit plans. Taking
into account the Shareholders' Committee's waivers and determinations regarding
Covered Shares to date, 7,479,081 shares of Common Stock are subject to the
Transfer Restrictions as of July 3, 2017.
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
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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, Harvey M. Schwartz and David M.
Solomon 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.
REGISTRATION RIGHTS INSTRUMENT FOR FORMER EMPLOYEE MANAGING DIRECTORS
In connection with the sale by certain Covered Persons (the "Former
Employee Managing Directors") of shares of Common Stock acquired from GS Inc.
pursuant to the terms of restricted stock units, GS Inc. entered into a
Supplemental Registration Rights Instrument, dated as of June 19, 2000 (the
"EMD Supplement"), which supplements the Registration Rights Instrument, dated
as of December 10, 1999 (the "Registration Rights Instrument"). The following
is a description of the Registration Rights Instrument, as supplemented by the
EMD Supplement. The Registration Rights Instrument and the EMD Supplement are
filed as Exhibits to this Schedule, and the following summary of these
agreements is qualified in its entirety by reference thereto.
Pursuant to the Registration Rights Instrument and the EMD Supplement,
GS Inc. has agreed to pay all of the fees and expenses relating to the
registered offering of shares of Common Stock held by the Former Employee
Managing Directors, other than any agency fees and commissions or underwriting
commissions or discounts or any transfer taxes incurred by the Former Employee
Managing Directors in connection with the sales. GS Inc. also has
-11-
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 D.
-12-
Material to be Filed as Exhibits
Exhibit Description
------- ----------------------------------------------------------------------
A. Registration Rights Instrument, dated as of December 10, 1999
(incorporated by reference to Exhibit G to Amendment No. 1 to the
Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)).
B. Form of Counterpart to Shareholders' Agreement for former profit
participating limited partners of The Goldman Sachs Group, L.P.
(incorporated by reference to Exhibit I to Amendment No. 2 to the
Initial Schedule 13D, filed June 21, 2000 (File No. 005-56295)).
C. Form of Counterpart to Shareholders' Agreement for non-U.S.
corporations (incorporated by reference to Exhibit L to Amendment
No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File
No. 005-56295)).
D. Form of Counterpart to Shareholders' Agreement for non-U.S. trusts
(incorporated by reference to Exhibit M to Amendment No. 3 to the
Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)).
E. Supplemental Registration Rights Instrument, dated as of June 19, 2000
(incorporated by reference to Exhibit R to Amendment No. 5 to the
Initial Schedule 13D, filed August 2, 2000 (File No. 005-56295)).
F. Power of Attorney (incorporated by reference to Exhibit F to Amendment
No. 91 to the Initial Schedule 13D, filed February 9, 2016 (File
No. 005-56295)).
G. Form of Written Consent Relating to Sale and Purchase of Common Stock
(incorporated by reference to Exhibit FF to Amendment No. 35 to the
Initial Schedule 13D, filed January 8, 2003 (File No. 005-56295)).
H. Amended and Restated Shareholders' Agreement, effective as of
January 15, 2015 (incorporated by reference to Exhibit 10.6 to GS
Inc.'s Annual Report on Form 10-K for the fiscal year ended
December 31, 2014 (File No. 001-14965)).
-13-
|
ANNEX A
ITEM 4. PLANNED DISPOSITION OF SECURITIES OF THE ISSUER BY COVERED
PERSONS.
|
As of July 3, 2017, one or more Covered Persons are parties to sales plans
intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934,
as amended, pursuant to which such Covered Person(s) may in the future sell up
to 25,000 Covered Shares and exercise up to 599,000 stock options in the
aggregate.
-14-
ANNEX B
ITEM 5(A). DESCRIPTION OF SHARES AS TO WHICH THERE IS A RIGHT TO ACQUIRE
EXERCISABLE WITHIN 60 DAYS.
An aggregate of 2,006,931 shares of Common Stock are deliverable to Covered
Persons upon the exercise of stock options that have vested and are
exercisable. In addition, up to 70,734 shares of Common Stock are deliverable
pursuant to the terms of an equal number of restricted stock units, pending
satisfaction of certain conditions of delivery.
The share amounts given above include the gross number of shares of Common
Stock underlying these options and restricted stock units, and these shares are
included in the aggregate number of shares beneficially owned by the Covered
Persons under Rule 13d-3(d)(1) because they represent a right to acquire
beneficial ownership within 60 days of July 3, 2017. Upon exercise of stock
options or delivery of the shares pursuant to the terms of the restricted stock
units, a net amount of shares will be actually delivered to the Covered Person,
with some shares withheld for tax payments, to fund the option strike price or
for other reasons. The net shares delivered to the Covered Person will continue
to be included in the aggregate number of shares beneficially owned by the
Covered Persons. The withheld shares will cease to be beneficially owned by any
Covered Person, and will no longer be included in the aggregate number of
shares beneficially owned by Covered Persons.
Prior to delivery, the shares are included in Sixty Day Shares because the
Covered Persons do not have the right to vote the shares. Upon delivery, the
shares become Voting Shares.
-15-
ANNEX C
ITEM 5(C). DESCRIPTION OF ALL TRANSACTIONS IN THE COMMON STOCK EFFECTED BY
COVERED PERSONS 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
through one or more subsidiaries of GS Inc. for cash on the New York Stock
Exchange or by delivery to counterparties upon settlement of derivative
transactions:
Price Per Share
Covered Person Trade Date Number of Shares (in $)
-------------- ------------ ---------------- ---------------
Isabelle Ealet May 5, 2017 1,000 226.0000
Isabelle Ealet May 5, 2017 1,000 225.9630
Isabelle Ealet May 5, 2017 1,000 227.0000
Richard N. Ramsden May 15, 2017 5,000 225.0000
Isabelle Ealet May 16, 2017 1,000 225.7900
David J. Kostin May 16, 2017 1,000 225.5420
Peter Oppenheimer May 19, 2017 600 215.0000
Isabelle Ealet May 23, 2017 1,000 219.0000
Isabelle Ealet May 23, 2017 1,000 218.0000
Isabelle Ealet May 23, 2017 1,000 217.8300
Isabelle Ealet May 23, 2017 1,000 218.5000
Xavier C. Menguy May 23, 2017 1,000 215.5035
Xavier C. Menguy May 23, 2017 1,000 219.2134
Macario Prieto May 23, 2017 345 218.4858
Frederick Towfigh May 23, 2017 557 215.9700
Isabelle Ealet May 24, 2017 1,000 222.0600
Isabelle Ealet May 24, 2017 1,000 221.0000
Isabelle Ealet May 24, 2017 1,000 223.0000
Isabelle Ealet May 24, 2017 1,000 222.0000
Isabelle Ealet May 24, 2017 1,000 220.0000
Etsuko Kanayama May 24, 2017 540 220.0000
David J. Kostin May 24, 2017 3,000 222.0133
Xavier C. Menguy May 24, 2017 1,000 220.1250
Gene T. Sykes* May 24, 2017 5,108 222.2625
Isabelle Ealet May 25, 2017 1,000 224.4100
Isabelle Ealet May 25, 2017 1,000 225.0000
Isabelle Ealet May 25, 2017 1,000 224.5000
Christian W. Johnston May 25, 2017 3,302 224.4100
David J. Kostin May 25, 2017 1,000 225.0059
Xavier C. Menguy May 25, 2017 1,000 223.1940
Xavier C. Menguy May 25, 2017 1,000 222.6384
Xavier C. Menguy May 25, 2017 1,000 223.0640
Gregory G. Olafson May 25, 2017 7,427 224.2416
Dmitri Potishko May 25, 2017 1,000 223.3644
Gene T. Sykes* May 25, 2017 5,000 223.1817
Parameswaran Gopikrishnan May 26, 2017 655 223.8337
Vijay M. Karnani May 26, 2017 13,662 221.7600
John R. Sawtell May 26, 2017 900 222.5656
|
* This transaction was conducted through an estate planning entity or private
charitable foundation and relates to Other Shares.
-16-
The following charitable contributions and other transfers of shares in
transactions for which no consideration was received were made by the following
Covered Persons:
Acquisition or
Covered Person Transfer Date Number of Shares Disposition
-------------- ------------- ---------------- --------------
Thomas C. Morrow May 10, 2017 1,115 Disposition
Andre Helmut Kelleners May 15, 2017 100 Disposition
-17-
|
ANNEX D
ITEM 6. DESCRIPTION OF POSITIONS IN DERIVATIVE INSTRUMENTS OF COVERED
PERSONS.
|
The following Covered Persons have written or purchased American-style
standardized call options or put options on Voting Shares. The following sets
forth the terms of options that were in place on July 3, 2017:
Strike
Instrument and Number of Price
Covered Person Position Shares (in $) Maturity Date
-------------- -------------- --------- ------ ------------------
Nicole Vijay Agnew Call Written 2,800 235 September 15, 2017
Gregory A. Agran Call Written 6,200 260 July 21, 2017
Gregory A. Agran Call Written 5,000 255 July 21, 2017
Denis P. Coleman III Call Written 3,900 240 October 20, 2017
Alessandro Dusi Call Written 1,500 230 October 20, 2017
Alessandro Dusi Call Written 1,000 220 October 20, 2017
Peter Gross Call Written 4,100 250 September 15, 2017
Laurent Lellouche Put Written 8,100 150 January 19, 2018
Gwen R. Libstag* Call Written 4,400 240 July 21, 2017
Gwen R. Libstag* Call Written 4,400 230 July 21, 2017
Gwen R. Libstag* Call Written 4,000 250 July 21, 2017
Gwen R. Libstag* Call Written 23,600 245 July 21, 2017
Gwen R. Libstag* Call Written 4,400 235 July 21, 2017
Ali S. Melli Call Written 2,000 265 July 21, 2017
Ali S. Melli Call Written 100 270 July 21, 2017
Ali S. Melli Call Written 2,000 260 July 21, 2017
Ganesh Ramani Call Written 7,300 260 January 19, 2018
Mahesh Saireddy Call Written 5,000 250 January 19, 2018
Michael H. Siegel Call Written 1,000 230 January 19, 2018
Kristin O. Smith Call Written 200 250 July 21, 2017
|
* This transaction was conducted through an estate planning entity or private
charitable foundation and relates to Other Shares.
-18-
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: July 19, 2017
By: /s/ Benjamin J. Rader
-----------------------------
Name: Benjamin J. Rader
Title: Attorney-in-Fact
|
-19-
EXHIBIT INDEX
Exhibit Description
------- ----------------------------------------------------------------------
A. Registration Rights Instrument, dated as of December 10, 1999
(incorporated by reference to Exhibit G to Amendment No. 1 to the
Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)).
B. Form of Counterpart to Shareholders' Agreement for former profit
participating limited partners of The Goldman Sachs Group, L.P.
(incorporated by reference to Exhibit I to Amendment No. 2 to the
Initial Schedule 13D, filed June 21, 2000 (File No. 005-56295)).
C. Form of Counterpart to Shareholders' Agreement for non-U.S.
corporations (incorporated by reference to Exhibit L to Amendment
No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File
No. 005-56295)).
D. Form of Counterpart to Shareholders' Agreement for non-U.S. trusts
(incorporated by reference to Exhibit M to Amendment No. 3 to the
Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)).
E. Supplemental Registration Rights Instrument, dated as of June 19, 2000
(incorporated by reference to Exhibit R to Amendment No. 5 to the
Initial Schedule 13D, filed August 2, 2000 (File No. 005-56295)).
F. Power of Attorney (incorporated by reference to Exhibit F to Amendment
No. 91 to the Initial Schedule 13D, filed February 9, 2016 (File
No. 005-56295)).
G. Form of Written Consent Relating to Sale and Purchase of Common Stock
(incorporated by reference to Exhibit FF to Amendment No. 35 to the
Initial Schedule 13D, filed January 8, 2003 (File No. 005-56295)).
H. Amended and Restated Shareholders' Agreement, effective as of
January 15, 2015 (incorporated by reference to Exhibit 10.6 to GS
Inc.'s Annual Report on Form 10-K for the fiscal year ended
December 31, 2014 (File No. 001-14965)).
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