UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
GRIDSUM HOLDING INC.
(Name of Issuer)
Class B Ordinary Shares, par value US$0.001 per share
(Title of Class of Securities)
398132100
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Page 1 of 29
-----------------------
CUSIP No. 398132100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
THE GOLDMAN SACHS GROUP, INC.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
2,209,925
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
2,209,925
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,209,925
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
7.2 %
------------------------------------------------------------------------------
12. Type of Reporting Person
HC-CO
------------------------------------------------------------------------------
Page 2 of 29
|
-----------------------
CUSIP No. 398132100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN SACHS & CO. LLC
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
New York
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
2,209,925
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
2,209,925
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,209,925
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
7.2 %
------------------------------------------------------------------------------
12. Type of Reporting Person
BD-IA
------------------------------------------------------------------------------
Page 3 of 29
|
-----------------------
CUSIP No. 398132100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
1,657,444
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,657,444
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,657,444
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
5.4 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 4 of 29
|
-----------------------
CUSIP No. 398132100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
462,009
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
462,009
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
462,009
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.5 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 5 of 29
|
-----------------------
CUSIP No. 398132100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
BRIDGE STREET 2015, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
258,332
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
258,332
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
258,332
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.8 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 6 of 29
|
-----------------------
CUSIP No. 398132100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Bridge Street 2015 Offshore, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
96,231
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
96,231
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
96,231
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.3 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 7 of 29
|
-----------------------
CUSIP No. 398132100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Stone Street 2015, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
75,377
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
75,377
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
75,377
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.2 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 8 of 29
|
-----------------------
CUSIP No. 398132100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Stone Street 2015 Offshore, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
32,069
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
32,069
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
32,069
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 9 of 29
|
-----------------------
CUSIP No. 398132100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
MBD ADVISORS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
90,472
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
90,472
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
90,472
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.3 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 10 of 29
|
-----------------------
CUSIP No. 398132100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
MBD 2015, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
66,539
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
66,539
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
66,539
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.2 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 11 of 29
|
-----------------------
CUSIP No. 398132100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
MBD 2015 Offshore, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
23,933
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
23,933
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
23,933
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 12 of 29
|
Item 1(a). Name of Issuer:
GRIDSUM HOLDING INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
Jade Palace Hotel Office Building, 8th Floor
76 Zhichun Road
Haidian District, Beijing 100086
People's Republic of China
Item 2(a). Name of Persons Filing:
THE GOLDMAN SACHS GROUP, INC.
GOLDMAN SACHS & CO. LLC
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
BRIDGE STREET 2015, L.P.
Bridge Street 2015 Offshore, L.P.
Stone Street 2015, L.P.
Stone Street 2015 Offshore, L.P.
MBD ADVISORS, L.L.C.
MBD 2015, L.P.
MBD 2015 Offshore, L.P.
Item 2(b). Address of Principal Business Office or, if none, Residence:
THE GOLDMAN SACHS GROUP, INC.
GOLDMAN SACHS & CO. LLC
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
BRIDGE STREET 2015, L.P.
Bridge Street 2015 Offshore, L.P.
Stone Street 2015, L.P.
Stone Street 2015 Offshore, L.P.
MBD ADVISORS, L.L.C.
MBD 2015, L.P.
MBD 2015 Offshore, L.P.
200 West Street,
New York, NY 10282
Item 2(c). Citizenship:
THE GOLDMAN SACHS GROUP, INC. - Delaware
GOLDMAN SACHS & CO. LLC - New York
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. - Delaware
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. - Delaware
BRIDGE STREET 2015, L.P. - Delaware
Bridge Street 2015 Offshore, L.P. - Cayman Islands
Stone Street 2015, L.P. - Delaware
Stone Street 2015 Offshore, L.P. - Cayman Islands
MBD ADVISORS, L.L.C. - Delaware
MBD 2015, L.P. - Delaware
MBD 2015 Offshore, L.P. - Cayman Islands
Item 2(d). Title of Class of Securities:
Class B Ordinary Shares, par value US$0.001 per share
Item 2(e). CUSIP Number:
398132100
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
(a).[_] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b).[_] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c).[_] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d).[_] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e).[_] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f).[_] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g).[_] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h).[_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i).[_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j).[_] A non-U.S. institution in accordance with
Rule 13d-1(b)(1)(ii)(J);
(k).[_] A group, in accordance with Rule 13d-1(b)(1)(ii)
(A) through (K).
If filing as a non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J), please specify the type of institution:
Page 13 of 29
Item 4. Ownership.*
(a). Amount beneficially owned:
Broad Street Principal Investments, L.L.C. directly
holds 1,657,444 Class B ordinary shares; Bridge Street
2015, L.P. directly holds 258,332 Class B ordinary
shares; Bridge Street 2015 Offshore, L.P. directly
holds 96,231 Class B ordinary shares; MBD 2015, L.P.
directly holds 66,539 Class B ordinary shares; MBD 2015
Offshore, L.P. directly holds 23,933 Class B ordinary
shares; Stone Street 2015, L.P. directly holds 75,377
Class B ordinary shares; and Stone Street 2015 Offshore,
L.P. directly holds 32,069 Class B ordinary shares
(together, the "GS Investing Entities"). Each Reporting
Person other than the GS Investing Entities may be
deemed to beneficially own the Class B ordinary shares
beneficially owned by the GS Investing Entities directly
or indirectly controlled by it, and The Goldman Sachs
Group, Inc. and Goldman Sachs & Co. LLC held by certain
other investment entities of which Goldman Sachs & Co. LLC
acts as the investment manager.
Neither the filing of this Schedule 13G nor any of its
contents shall be deemed to constitute an admission that
any Reporting Person (other than the GS Investing Entities
to the extent they directly hold Class B ordinary shares)
is the beneficial owner of Class B ordinary shares referred
to herein for purposes of Section 13(d) of the U.S.
Securities Exchange Act of 1934, as amended (the "Act"),
or for any other purpose, and each of the Reporting Persons
expressly disclaims beneficial ownership of such Class B
ordinary shares. The filing of this statement should not be
construed to be an admission that any of the Reporting
Persons are members of a "group" for the purposes of
Sections 13(d) and 13(g) of the Act.
(b). Percent of Class:
Calculations of the percentage of Class B ordinary shares
beneficially owned are based upon 30,736,180 Class B
ordinary shares of the Issuer reported to be outstanding
according to the form 6-K filed by the Issuer with the
U.S. Securities and Exchange Commission on
November 29, 2017.
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Clients of the Reporting Person(s) have or may have the
right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, securities
held in their accounts. Clients known to have such right or
power with respect to more than 5% of the class of
securities to which this report relates are:
NONE
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
See Exhibit (99.2)
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
*In accordance with the Securities and Exchange Commission Release No.
34-39538 (January 12, 1998) (the "Release"), this filing reflects the
securities beneficially owned by certain operating units (collectively,
the "Goldman Sachs Reporting Units") of The Goldman Sachs Group, Inc. and
its subsidiaries and affiliates (collectively, "GSG"). This filing does
not reflect securities, if any, beneficially owned by any operating units
of GSG whose ownership of securities is disaggregated from that of the
Goldman Sachs Reporting Units in accordance with the Release. The Goldman
Sachs Reporting Units disclaim beneficial ownership of the securities
beneficially owned by (i) any client accounts with respect to which the
Goldman Sachs Reporting Units or their employees have voting or investment
discretion or both, or with respect to which there are limits on their
voting or investment authority or both and (ii) certain investment entities
of which the Goldman Sachs Reporting Units act as the general partner,
managing general partner or other manager, to the extent interests in such
entities are held by persons other than the Goldman Sachs Reporting Units.
Page 14 of 29
SIGNATURE
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.
Date: February 14, 2018
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
|
GOLDMAN SACHS & CO. LLC
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
|
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
|
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
|
BRIDGE STREET 2015, L.P.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
|
Bridge Street 2015 Offshore, L.P.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
|
Stone Street 2015, L.P.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
|
Stone Street 2015 Offshore, L.P.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
|
MBD ADVISORS, L.L.C.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
|
MBD 2015, L.P.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
|
MBD 2015 Offshore, L.P.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
|
Page 15 of 29
INDEX TO EXHIBITS
Exhibit No. Exhibit
----------- -------
99.1 Joint Filing Agreement
99.2 Item 7 Information
99.3 Power of Attorney, relating to
THE GOLDMAN SACHS GROUP, INC.
99.4 Power of Attorney, relating to
GOLDMAN SACHS & CO. LLC
99.5 Power of Attorney, relating to
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
99.6 Power of Attorney, relating to
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
99.7 Power of Attorney, relating to
BRIDGE STREET 2015, L.P.
99.8 Power of Attorney, relating to
Bridge Street 2015 Offshore, L.P.
99.9 Power of Attorney, relating to
Stone Street 2015, L.P.
99.10 Power of Attorney, relating to
Stone Street 2015 Offshore, L.P.
99.11 Power of Attorney, relating to
MBD ADVISORS, L.L.C.
99.12 Power of Attorney, relating to
MBD 2015, L.P.
99.13 Power of Attorney, relating to
MBD 2015 Offshore, L.P.
|
Page 16 of 29
EXHIBIT (99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13G (including any and all amendments thereto) with respect to the
Class B Ordinary Shares, par value US$0.001 per share, of GRIDSUM HOLDING INC.
and further agree to the filing of this agreement as an Exhibit thereto.
In addition, each party to this Agreement expressly authorizes each other
party to this Agreement to file on its behalf any and all amendments to such
Statement on Schedule 13G.
Date: February 14, 2018
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
|
GOLDMAN SACHS & CO. LLC
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
|
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
|
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
|
BRIDGE STREET 2015, L.P.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
|
Bridge Street 2015 Offshore, L.P.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
|
Stone Street 2015, L.P.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
|
Stone Street 2015 Offshore, L.P.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
|
MBD ADVISORS, L.L.C.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
|
MBD 2015, L.P.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
|
MBD 2015 Offshore, L.P.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
|
Page 17 of 29
EXHIBIT (99.2)
ITEM 7 INFORMATION
The securities being reported on by The Goldman Sachs Group, Inc.
("GS Group"), as a parent holding company, are owned by Bridge Street 2015,
L.P. Bridge Street 2015 Offshore, L.P., MBD 2015, L.P., MBD 2015 Offshore,
L.P., Stone Street 2015, L.P. and Stone Street 2015 Offshore, L.P. (together,
the "GS Investing Entities"), or are owned, or may be deemed to be
beneficially owned, by Goldman Sachs & Co. LLC ("Goldman Sachs"), a broker or
dealer registered under Section 15 of the Act and an investment adviser
registered under Section 203 of the U.S. Investment Advisers Act of 1940.
The general partner, managing general partner or other manager of each of
the GS Investing Entities is an affiliate of GS Group. Goldman Sachs is a
subsidiary of GS Group. Goldman Sachs is the investment manager of certain
of the GS Investing Entities.
Page 18 of 29
EXHIBIT (99.3)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS THE GOLDMAN SACHS GROUP, INC.
(the "Company") does hereby make, constitute and appoint each of
Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas, acting individually, its
true and lawful attorney, to execute and deliver in its name and on its behalf,
whether the Company is acting individually or as representative of others, any
and all filings required to be made by the Company pursuant to Rule 13f-1 or
Regulation 13D-G under the Securities Exchange Act of 1934, (as amended, the
Act), which may be required of the Company with respect to securities which
may be deemed to be beneficially owned by the Company under the Act, giving
and granting unto each side Attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said Attorney-in-fact shall lawfully
do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
December 31, 2019 unless earlier revoked by written instrument, or in the event
an Attorney-in-fact ceases to be an employee of The Goldman Sachs Group, Inc.
or one of its affiliates or ceases to perform the function in connection with
which he or she was appointed Attorney-in-fact prior to December 31, 2019, this
Power of Attorney shall cease to have effect in relation to such Attorney-in-
fact upon such cessation but shall continue in full force and effect in
relation to the remaining Attorneys-in-fact. The Company has the unrestricted
right unilaterally to revoke the Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
This Power of Attorney supersedes the Power of Attorney granted by the Company
to Annie Hsu, Jeremy Kahn, Abdul Khayum, Jerry Li and Veruna Stanescu on
October 21, 2016.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
June 26, 2017.
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Executive Vice President and
General Counsel and Secretary of the Corporation
|
Page 19 of 29
EXHIBIT (99.4)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GOLDMAN SACHS & CO. LLC (the "Company") does
hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry
Li, and Jose Canas, acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf, whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company pursuant to Rule 13f-1 or Regulation 13D-G under the
Securities Exchange Act of 1934, (as amended, the Act), which may be required of
the Company with respect to securities which may be deemed to be beneficially
owned by the Company under the Act, giving and granting unto each side
Attorney-in-fact power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if personally present
by one of its authorized signatories, hereby ratifying and confirming all
that said Attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
December 31, 2019 unless earlier revoked by written instrument, or in the event
an Attorney-in-fact ceases to be an employee of The Goldman Sachs Group, Inc.
or one of its affiliates or ceases to perform the function in connection with
which he or she was appointed Attorney-in-fact prior to December 31, 2019, this
Power of Attorney shall cease to have effect in relation to such Attorney-in-
fact upon such cessation but shall continue in full force and effect in
relation to the remaining Attorneys-in-fact. The Company has the unrestricted
right unilaterally to revoke the Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
This Power of Attorney supersedes the Power of Attorney granted by the Company
to Annie Hsu, Jeremy Kahn, Abdul Khayum, Jerry Li and Veruna Stanescu on
October 21, 2016.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
June 26, 2017.
GOLDMAN SACHS & CO. LLC
By: /s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Executive Vice President and
General Counsel and Secretary of the Corporation
|
Page 20 of 29
EXHIBIT (99.5)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
(the "Company") does hereby make, constitute and appoint each of Eddie Arhagba,
Abdul Khayum, Jerry Li, and Jose Canas (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
June 21st, 2017.
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory, Vice President
|
Page 21 of 29
EXHIBIT (99.6)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
(the "Company") does hereby make, constitute and appoint each of Eddie Arhagba,
Abdul Khayum, Jerry Li, and Jose Canas (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
June 21st, 2017.
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory, Vice President
|
Page 22 of 29
EXHIBIT (99.7)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS Bridge Street 2015, L.P. (the "Company")
does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum,
Jerry Li, and Jose Canas (and any other employee of The Goldman Sachs Group,
Inc. or one of its affiliates designated in writing by one of the attorneys
-in-fact), acting individually, its true and lawful attorney, to execute and
deliver in its name and on its behalf whether the Company is acting individually
or as representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),
with respect to securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said attorney-in-fact power
and authority to act in the premises as fully and to all intents and purposes
as the Company might or could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said attorney-in-fact
shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
June 21st, 2017.
Bridge Street 2015, L.P.
By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C., its general partner
By: /s/ William Eng
____________________________
Name: William Eng
Title: Authorized Signatory, Vice President
|
Page 23 of 29
EXHIBIT (99.8)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS Bridge Street 2015 Offshore, L.P.
(the "Company") does hereby make, constitute and appoint each of Eddie Arhagba,
Abdul Khayum, Jerry Li, and Jose Canas (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
June 21st, 2017.
Bridge Street 2015 Offshore, L.P.
By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C., its general partner
By: /s/ William Eng
____________________________
Name: William Eng
Title: Authorized Signatory, Vice President
|
Page 24 of 29
EXHIBIT (99.9)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS Stone Street 2015, L.P. (the "Company") does
hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry
Li, and Jose Canas, acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf, whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company pursuant to Rule 13f-1 or Regulation 13D-G under the
Securities Exchange Act of 1934, (as amended, the Act), which may be required of
the Company with respect to securities which may be deemed to be beneficially
owned by the Company under the Act, giving and granting unto each side Attorney-
in-fact power and authority to act in the premises as fully and to all intents
and purposes as the Company might or could do if personally present by one of
its authorized signatories, hereby ratifying and confirming all that said
Attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
June 21st, 2017.
Stone Street 2015, L.P.
By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C., its general partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory
|
Page 25 of 29
EXHIBIT (99.10)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS Stone Street 2015 Offshore, L.P.
(the "Company") does hereby make, constitute and appoint each of Eddie Arhagba,
Abdul Khayum, Jerry Li, and Jose Canas (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
June 21st, 2017.
Stone Street 2015 Offshore, L.P.
By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C., its general partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory
|
Page 26 of 29
EXHIBIT (99.11)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS MBD ADVISORS, L.L.C. (the "Company") does
hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry
Li, and Jose Canas, acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf, whether the Company is
acting individually or as representative of others, any and all filings
required to be made by the Company pursuant to Rule 13f-1 or Regulation 13D-G
under the Securities Exchange Act of 1934, (as amended, the Act), which may
be required of the Company with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each side Attorney-in-fact power and authority to act in the premises as
fully and to all intents and purposes as the Company might or could do if
personally present by one of its authorized signatories, hereby ratifying
and confirming all that said Attorney-in-fact shall lawfully do or cause
to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
June 21st, 2017.
MBD ADVISORS, L.L.C.
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory
|
Page 27 of 29
EXHIBIT (99.12)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS MBD 2015, L.P. (the "Company") does
hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry
Li, and Jose Canas, acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf, whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company pursuant to Rule 13f-1 or Regulation 13D-G under the
Securities Exchange Act of 1934, (as amended, the Act), which may be required
of the Company with respect to securities which may be deemed to be beneficially
owned by the Company under the Act, giving and granting unto each side Attorney-
in-fact power and authority to act in the premises as fully and to all intents
and purposes as the Company might or could do if personally present by one of
its authorized signatories, hereby ratifying and confirming all that said
Attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
June 21st, 2017.
MBD 2015, L.P.
By: MBD ADVISORS, L.L.C., its general partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory
|
Page 28 of 29
EXHIBIT (99.13)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS MBD 2015 Offshore, L.P. (the "Company") does
hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry
Li, and Jose Canas, acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf, whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company pursuant to Rule 13f-1 or Regulation 13D-G under the
Securities Exchange Act of 1934, (as amended, the Act), which may be required
of the Company with respect to securities which may be deemed to be beneficially
owned by the Company under the Act, giving and granting unto each side Attorney-
in-fact power and authority to act in the premises as fully and to all intents
and purposes as the Company might or could do if personally present by one of
its authorized signatories, hereby ratifying and confirming all that said
Attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
June 21st, 2017.
MBD 2015 Offshore, L.P.
By: MBD ADVISORS, L.L.C., its general partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory
|
Page 29 of 29
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