Current Report Filing (8-k)
June 17 2019 - 5:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 14, 2019
THE GOLDMAN
SACHS GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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No. 001-14965
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No. 13-4019460
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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200 West Street
New York, New
York
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10282
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(212)
902-1000
N/A
(Former name or former address, if
changed since last report.)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common stock, par value $.01 per share
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GS
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NYSE
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Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate
Non-Cumulative
Preferred Stock, Series A
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GS PrA
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NYSE
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Depositary Shares, Each Representing 1/1,000th Interest in a Share of 6.20%
Non-Cumulative
Preferred Stock, Series B
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GS PrB
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NYSE
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Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate
Non-Cumulative
Preferred Stock, Series C
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GS PrC
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NYSE
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Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate
Non-Cumulative
Preferred Stock, Series D
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GS PrD
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NYSE
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Depositary Shares, Each Representing 1/1,000th Interest in a Share of 5.50%
Fixed-to-Floating
Rate
Non-Cumulative
Preferred Stock, Series J
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GS PrJ
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NYSE
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Depositary Shares, Each Representing 1/1,000th Interest in a Share of 6.375%
Fixed-to-Floating
Rate
Non-Cumulative
Preferred Stock, Series K
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GS PrK
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NYSE
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Depositary Shares, Each Representing 1/1,000th Interest in a Share of 6.30%
Non-Cumulative
Preferred Stock, Series N
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GS PrN
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NYSE
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5.793%
Fixed-to-Floating
Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital II
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GS/43PE
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NYSE
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Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital III
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GS/43PF
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NYSE
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Medium-Term Notes, Series A, Index-Linked Notes due 2037 of GS Finance Corp.
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GCE
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NYSE Arca
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Medium-Term Notes, Series B, Index-Linked Notes due 2037
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GSC
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NYSE Arca
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Medium-Term Notes, Series E, Index-Linked Notes due 2028 of GS Finance Corp.
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FRLG
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NYSE Arca
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act
(17 CFR 230.405) or Rule
12b-2
under the Exchange Act (17 CFR
240.12b-2).
Emerging growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 3.03 Material Modification to Rights of Security Holders.
Upon issuance of the Series Q Preferred Stock (as defined in Item 5.03 below), the ability of The Goldman Sachs Group, Inc.
(the Registrant) to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock will be subject to certain restrictions in the event that the Registrant fails to pay dividends on its Series Q
Preferred Stock. These restrictions are set forth in the Certificate of Designations establishing the terms of the Series Q Preferred Stock, a copy of which is listed as Exhibit 3.1 to this Report on Form
8-K
and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 14, 2019, the Registrant filed a Certificate of Designations to its Restated Certificate of Incorporation with
the Secretary of State of the State of Delaware setting forth the terms of its 5.50% Fixed-Rate Reset
Non-Cumulative
Preferred Stock, Series Q, liquidation preference $25,000 per share (the Series Q
Preferred Stock). A copy of the Certificate of Designations relating to the Series Q Preferred Stock is listed as Exhibit 3.1 to this Report on Form
8-K
and is incorporated herein by reference.
Additional exhibits are filed herewith in connection with the offering, issuance and sale of depositary shares representing
interests in the Registrants Series Q Preferred Stock under the Registrants Registration Statement on Form
S-3
(File
No. 333-219206).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are
filed as part of this Report on Form
8-K:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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THE GOLDMAN SACHS GROUP, INC.
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(Registrant)
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Date: June 17, 2019
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By:
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/s/ Matthew E. Tropp
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Name: Matthew E. Tropp
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Title: Assistant Secretary
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