Statement of Changes in Beneficial Ownership (4)
May 04 2023 - 4:35PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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LEE BRIAN J |
2. Issuer Name and Ticker or Trading Symbol
GOLDMAN SACHS GROUP INC
[
GS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Risk Officer |
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(Last)
(First)
(Middle)
C/O GOLDMAN SACHS & CO. LLC, 200 WEST STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/2/2023 |
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(Street)
NEW YORK, NY 10282 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock, par value $0.01 per share | 5/2/2023 | | S | | 935 | D | $336.88 (1) | 17117 | D | |
| Common Stock, par value $0.01 per share | 5/2/2023 | | S | | 1965 | D | $337.98 (2) | 15152 | D | |
| Common Stock, par value $0.01 per share | 5/2/2023 | | S | | 100 | D | $338.60 | 15052 | D | |
| Common Stock, par value $0.01 per share | 5/2/2023 | | S | | 700 | D | $336.62 (3) | 18108 | I | See footnote (4) |
| Common Stock, par value $0.01 per share | 5/2/2023 | | S | | 1800 | D | $337.81 (5) | 16308 | I | See footnote (4) |
| Common Stock, par value $0.01 per share | 5/2/2023 | | S | | 500 | D | $338.41 (6) | 15808 | I | See footnote (4) |
| Common Stock, par value $0.01 per share | 5/3/2023 | | M | | 6270 (7) | A | (7) | 21322 | D | |
| Common Stock, par value $0.01 per share | 5/3/2023 | | F(8) | | 3201 | D(8) | $333.37 | 18121 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Performance-based Restricted Stock Units | (7) | 5/3/2023 | | M | | | 6270 | (7) | (7) | Common Stock, par value $0.01 per share | 6270 | (7) | 0 | D | |
| Explanation of Responses: |
| (1) | Reflects a weighted average sale price of $336.88 per share, at prices ranging from $336.47 to $337.35 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| (2) | Reflects a weighted average sale price of $337.98 per share, at prices ranging from $337.53 to $338.33 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| (3) | Reflects a weighted average sale price of $336.62 per share, at prices ranging from $336.24 to $336.75 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| (4) | Held through a trust, the sole trustee of which is the Reporting Person's spouse and the sole beneficiaries of which are immediate family members of the Reporting Person. The Reporting Person disclaims beneficial ownership of these shares. |
| (5) | Reflects a weighted average sale price of $337.81 per share, at prices ranging from $337.29 to $338.26 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| (6) | Reflects a weighted average sale price of $338.41 per share, at prices ranging from $338.33 to $338.65 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| (7) | On May 3, 2023, shares of the Issuer's common stock underlying an award of Performance-based Restricted Stock Units ("PSUs") granted on January 16, 2020 in connection with 2019 year-end compensation were delivered to the Reporting Person without the payment of any consideration. These shares generally cannot be sold or transferred before January 2025. |
| (8) | Represents shares of the Issuer's common stock withheld to satisfy withholding obligations in connection with the delivery of the common stock underlying the PSUs described in footnote 7 above. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
LEE BRIAN J
C/O GOLDMAN SACHS & CO. LLC
200 WEST STREET
NEW YORK, NY 10282 |
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| Chief Risk Officer |
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Signatures
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| /s/ Beverly L. O'Toole, Attorney-in-fact | | 5/4/2023 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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