SEC Info - Goldman Sachs Group Inc, et al. - ‘SC 13D/A’ on 2/8/17 re: Goldman Sachs Group Inc

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Goldman Sachs Group Inc, et al. – ‘SC 13D/A’ on 2/8/17 re: Goldman Sachs Group Inc

On: Wednesday, 2/8/17, at 5:00pm ET · Accession #: 1193125-17-34741 · File #: 5-56295

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/08/17  Goldman Sachs Group Inc           SC 13D/A               1:64K  Goldman Sachs Group Inc           Donnelley … Solutions/FA
          Group Members Listed in Filing

Amendment to General Statement of Beneficial Ownership — Sch. 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 93 to Schedule 13D                      26    101K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Description of All Transactions in the Common Stock Effected by Covered Persons in the Past 60 Days and Not Previously Reported on Schedule 13D Description of Positions in Derivative Instruments of Covered Persons Description of Shares as to Which There Is A Right to Acquireexercisable Within 60 Days Identity and Background Information Regarding the Shareholders' Committee Interest in Securities of the Issuer Planned Disposition of Securities of the Issuer by Covered Persons Purpose of Transactions Security and Issuer Source and Amount of Funds or Other Consideration Transfer Restrictions
1	1st Page - Filing Submission
8	Item 1. Security and Issuer
"	Item 2. Identity and Background
"	Item 3. Source and Amount of Funds or Other Consideration
"	Item 4. Purpose of Transactions
9	Item 5. Interest in Securities of the Issuer
"	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
"	Transfer Restrictions
11	Information Regarding the Shareholders' Committee
14	Item 4. Planned Disposition of Securities of the Issuer by Covered Persons
15	Item 5(A). Description of Shares as to Which There Is A Right to Acquireexercisable Within 60 Days
16	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
24	Item 6. Description of Positions in Derivative Instruments of Covered Persons

SC 13D/A 1st Page of 26 TOC ↑Top Previous Next ↓Bottom Just 1st
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

File No. 005-56295

-----------------

SCHEDULE 13D/A
(Rule 13d-101)

Amendment No. 93

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)

January 24, 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)

SC 13D/A 2nd Page of 26 TOC 1st Previous Next ↓Bottom Just 2nd
CUSIP NO. 38141G 10 4 13D

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---------------------------------------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS: Each of the persons identified on Appendix A.
---------------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
As to a group consisting solely of Covered Persons/1/ (a) [X]
As to a group consisting of persons other than Covered Persons (b) [X]
---------------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
---------------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS: OO and PF (Applies to each person listed on Appendix A.)
---------------------------------------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [_]
ITEM 2(d) OR 2(e) (Applies to each person listed on Appendix A.)
---------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION United States unless otherwise indicated on Appendix A.
---------------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER: 0
----------------------------------------------------------------------------------------------
8. SHARED VOTING POWER (See Item 6) (Applies to each person listed on Appendix A.)
NUMBER OF 17,244,703 Voting Shares/2/ held by Covered Persons
SHARES 270 Shared Ownership Shares held by Covered Persons/3/
BENEFICIALLY 3,275,997 Sixty Day Shares held by Covered Persons/4/
OWNED BY 2,197,350 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
----------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER (See Item 6):
As to Voting Shares, 0
As to Shared Ownership Shares, less than 0.01%
As to Sixty Day Shares and Other Shares, less than 1%.
---------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,718,320
---------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
---------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.65%
---------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON IN
---------------------------------------------------------------------------------------------------------------

--------
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) 169,896 shares of Common Stock held by 12 private
charitable foundations established by 12 Covered Persons; (ii) 2,026,196
shares of Common Stock held by certain family members of Covered Persons and
by certain estate planning entities established by Covered Persons; and
(iii) 1,258 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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SC 13D/A 3rd Page of 26 TOC 1st Previous Next ↓Bottom Just 3rd
Appendix A

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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)
----------------------------- ---------------- ---------------------------- ------------------

Paul R. Aaron Valentino D. Carlotti
Fadi Abuali Canada/Kuwait Anthony H. Carpet
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 Bayliss UK William J. Conley, Jr.
Gerard M. Beatty Kathleen A. Connolly
Deborah R. Beckmann Thomas G. Connolly Ireland/USA
Jonathan A. Beinner Karen R. Cook UK
Heather Bellini Edith W. Cooper
Tracey E. Benford Kenneth W. Coquillette
Philip R. Berlinski Belgium/USA Richard N. Cormack UK
Frances R. Bermanzohn David Coulson USA/UK
Robert A. Berry UK/USA James V. Covello
Avanish R. Bhavsar Christopher A. Crampton
Lloyd C. Blankfein Jeffrey R. Currie
Vivek Bohra Michael D. Daffey Australia
Stefan R. Bollinger Switzerland Canute H. Dalmasse
Brian W. Bolster Anne Marie B. Darling
Shane M. Bolton UK David H. Dase
Robert D. Boroujerdi Michael J. Daum
Jill A. Borst Jennifer L. Davis
William C. Bousquette, Jr. Francois-Xavier de Mallmann France/Switzerland
Sally A. Boyle UK Daniel L. Dees
Michael J. Brandmeyer Mark F. Dehnert
Jason H. Brauth Massimo Della Ragione Italy
Clarence K. Brenan Sara V. Devereux
Samuel S. Britton Olaf Diaz-Pintado Spain
Craig W. Broderick Joseph P. DiSabato
Michael Bruun Denmark Michele I. Docharty
Steven M. Bunson Thomas M. Dowling
Robert A. Camacho Robert Drake-Brockman UK
Philippe L. Camu Belgium Iain N. Drayton UK
Tavis Cannell UK/Ireland Donald J. Duet

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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)
-------------------------- ---------------- ---------------------------- ----------------

Alessandro Dusi Italy Cyril J. Goddeeris Canada
Isabelle Ealet France Jeffrey B. Goldenberg
Kenneth M. Eberts III Alexander S. Golten UK
David P. Eisman Court E. Golumbic
Charalampos Eliades Greece Parameswaran Gopikrishnan India
James Ellery UK Andrew M. Gordon
Kathleen G. Elsesser Sarah J. Gray UK
Edward A. Emerson Argentina/UK Michael J. Graziano
James P. Esposito Nishi Grose UK
Michael P. Esposito Bradley J. Gross UK/USA
Carl Faker France/Lebanon Peter Gross
Elizabeth C. Fascitelli Anthony Gutman UK/USA
Stephan J. Feldgoise Carey Halio
Patrick J. Fels Elizabeth M. Hammack
Benjamin W. Ferguson Joanne Hannaford UK
Carlos Fernandez-Aller Spain Julie A. Harris
Jonathan H. Fine UK/USA Jan Hatzius Germany
Wolfgang Fink Germany Brian Michael Haufrect
Samuel W. Finkelstein Peter Hermann Denmark
Peter E. Finn Edouard Hervey France
David A. Fishman Matthias Hieber Austria
Elisabeth Fontenelli Charles P. Himmelberg
Colleen A. Foster Amanda S. Hindlian
David A. Fox Martin Hintze Germany
Sheara J. Fredman Kenneth L. Hirsch
Christopher G. French UK Kenneth W. Hitchner
David A. Friedland Todd Hohman
Richard A. Friedman Simon N. Holden UK
Johannes P. Fritze Germany/USA Dane E. Holmes
Andrew John Fry Australia Ning Hong China
Dino Fusco Sean C. Hoover
Jacques Gabillon France Harold P. Hope III
Charlie H. Gailliot Ericka T. Horan
Sean J. Gallagher Shin Horie Japan
Gonzalo R. Garcia Chile Russell W. Horwitz
James R. Garman UK James P. Houghton UK
M. Huntley Garriott, Jr. Erdit F. Hoxha Albania/UK
Francesco U. Garzarelli Italy Pierre Hudry France
Gabriel Elliot Gelman Kathleen Hughes Ireland/USA
Matthew R. Gibson Ming Yunn Stephanie Hui UK/Hong Kong
Jeffrey M. Gido Irfan S. Hussain Pakistan
Gary T. Giglio Russell E. Hutchinson Canada/USA
Michelle Gill Hidehiro Imatsu Japan
Nick V. Giovanni Timothy J. Ingrassia
Joshua Glassman Omer Ismail USA/Pakistan
John L. Glover III William L. Jacob III
Justin G. Gmelich Christian W. Johnston Australia
Richard J. Gnodde Ireland/South Andrew J. Jonas
Africa
Adrian M. Jones Ireland
Eric S. Jordan

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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)
---------------------------- ---------------- ---------------------------- ---------------------

Roy R. Joseph Guyana Luca M. Lombardi Italy
Andrew J. Kaiser Victor M. Lopez-Balboa
Etsuko Kanayama Japan Kyriacos Loupis Cyprus/USA
Vijay M. Karnani India David B. Ludwig
Alan S. Kava Peter J. Lyon
Geraldine Keefe UK/Spain Paget MacColl
Andre Helmut Kelleners Germany Paula B. Madoff
Kevin G. Kelly John G. Madsen
Christopher Keogh Raja Mahajan
Aasem G. Khalil John A. Mahoney
Tammy A. Kiely Puneet Malhi UK
John J. Kim Raghav Maliah India
Robert C. King, Jr. John V. Mallory
Simon J. Kingsbury UK Richard M. Manley UK
Hideki Kinuhata Japan Clifton C. Marriott USA/UK
Shigeki Kiritani Japan Michael C. J. Marsh UK
Marie Louise Kirk Denmark Elizabeth Gregory Martin
Maxim B. Klimov Ukraine Sarah Marie Martin
Edward C. Knight UK Alison J. Mass
Michael E. Koester Robert A. Mass
Kathryn A. Koch US/UK Jason L. Mathews
J. Christopher A. Kojima Canada/USA Kathy M. Matsui
Adam M. Korn Alexander Mayer Germany
David J. Kostin John J. McCabe
Jorg H. Kukies Germany Matthew B. McClure UK
Meena K. Lakdawala Dermot W. McDonogh Ireland
Tuan Lam Brendan Michael McGovern
Eric S. Lane John J. McGuire, Jr.
David W. Lang Sean T. McHugh
Nyron Z. Latif John W. McMahon
Bruce M. Larson James A. McNamara
Hugh J. Lawson Richard P. McNeil Jamaica/USA
Scott L. Lebovitz Celine Mechain France
Brian J. Lee Avinash Mehrotra
George C. Lee Ali S. Melli Saint Kitts and Nevis
Gregory P. Lee Xavier C. Menguy France
Ronald Lee Anthony J. Miller Australia
David A. Lehman David D. Miller
Todd W. Leland Milton R. Millman III
Laurent Lellouche France Christopher Milner UK
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
Ryan D. Limaye

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Simon P. Morris UK Robert Pulford UK
Thomas C. Morrow Xiao Qin UK
Edward Gary Morse, Jr. John J. Rafter Ireland
Sharmin Mossavar-Rahmani UK Sumit Rajpal
Heather Louise Mulahasani UK Richard N. Ramsden UK
Majedabadi Kohne
Eric D. Muller Marko John Ratesic
Takashi Murata Japan Andrew K. Rennie Australia/UK
Marc O. Nachmann Lawrence J. Restieri, Jr.
Ezra Nahum France/USA James H. Reynolds France
Amol S. Naik India/USA Sean D. Rice
Manikandan Natarajan Kate D. Richdale UK
Jyothsna Natauri India Michael J. Richman
Una M. Neary Francois J. Rigou France
Jeffrey P. Nedelman Michael Rimland
Dimitrios Nikolakopoulos Australia/UK/Greece Scott M. Rofey
Gavin G. O'Connor John F. W. Rogers
Fergal J. O'Driscoll Ireland Scott A. Romanoff
Gregory G. Olafson Canada Johannes Rombouts The Netherlands
Brett A. Olsher UK/USA Michael E. Ronen Germany/Israel
Jernej Omahen Slovenia Simon A. Rothery Australia
Timothy J. O'Neill Jason T. Rowe
Lisa Opoku Jami Rubin
Peter C. Oppenheimer UK David T. Rusoff
Gerald B. Ouderkirk III Peter C. Russell
Michael Martin Paese Paul M. Russo
Gregory K. Palm Colin J. Ryan Ireland
Konstantinos N. Pantazopoulos Greece Ankur A. Sahu India
James R. Paradise UK Guy E. Saidenberg France
Paul Gray Parker Mahesh Saireddy
Francesco Pascuzzi Italy Pablo J. Salame
Anthony W. Pasquariello Julian Salisbury UK
Sheila H. Patel Thierry Sancier France
Nirubhan Pathmanabhan UK Luke A. Sarsfield III
David B. Philip Adam H. Savarese
Nicholas W. Phillips UK Jason M. Savarese
Richard Phillips Australia John R. Sawtell UK
Stephen R. Pierce Susan J. Scher
Hugh R. Pill UK Stephen M. Scherr
Michelle H. Pinggera UK Clare R. Scherrer
Kenneth A. Pontarelli Joshua S. Schiffrin
Ellen R. Porges Jeffrey W. Schroeder
Kim-Thu Posnett Harvey M. Schwartz
Dmitri Potishko Australia David A. Schwimmer
Alexander E. Potter Stephen B. Scobie UK
Dina Powell John A. Sebastian
Gilberto Pozzi Italy Stacy D. Selig
Macario Prieto Spain Gaurav Seth India
Kunal K. Shah UK
Tejas A. Shah

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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)
---------------------------- ---------------- ---------------------------- ----------------

Konstantin A. Shakhnovich Hiroyuki Tomokiyo Japan
Heather K. Shemilt Canada Thomas Tormey
Michael H. Siegel Frederick Towfigh
Richard L. Siewert, Jr. Padideh Nora Trojanow USA/UK
Suhail A. Sikhtian Kenro Tsutsumi Japan
Jason E. Silvers Richard J. Tufft UK
Nicholas Sims Australia Eiji Ueda Japan
Gavin Simms UK Toshihiko Umetani Japan
Michael L. Simpson Peter van der Goes, Jr.
Kristin O. Smith Mark A. Van Wyk
Marshall Smith Damien R. Vanderwilt Australia/UK
Sarah E. Smith UK Jonathan R. Vanica
David M. Solomon Ashok Varadhan
Mark R. Sorrell UK Andrea Vella Italy
Christoph W. Stanger Austria Philip J. Venables UK/USA
Esta E. Stecher Rajesh Venkataramani
Laurence Stein South Africa/USA Simone Verri Italy
Kevin M. Sterling Matthew P. Verrochi
John D. Storey Australia Jeffrey L. Verschleiser
Patrick M. Street UK Robin A. Vince UK/USA
Steven H. Strongin Alejandro Vollbrechthausen Mexico
Joseph Struzziery III John E. Waldron
Umesh Subramanian India Simon R. Watson UK
Ram K. Sundaram India Toby C. Watson UK
Li Hui Suo China Peter A. Weidman
Damian E. Sutcliffe UK/USA Owen O. West
Robert J. Sweeney Ronnie A. Wexler
Michael S. Swell Elisha Wiesel
Joseph D. Swift David D. Wildermuth
Aurora J. Swithenbank USA/UK John S. Willian
Gene T. Sykes Andrew F. Wilson New Zealand
Christopher W. Taendler Andrew E. Wolff
Harit Talwar Neil Edward Wolitzer
Jeremy Taylor Denise A. Wyllie UK
Megan M. Taylor Yoshihiko Yano Japan
Richard J. Taylor UK Shinichi Yokote Japan
Thomas D. Teles W. Thomas York, Jr.
Pawan Tewari Wassim G. Younan Lebanon/UK
Ryan J. Thall Xiaoyin Zhang China/Hong Kong
David S. Thomas Xing Zhang China
Ben W. Thorpe UK Han Song Zhu China
Oliver Thym Germany Adam J. Zotkow
Andrew R. Tilton
Joseph K. Todd
Klaus B. Toft Denmark

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SC 13D/A 8th Page of 26 TOC 1st Previous Next ↓Bottom Just 8th
This Amendment No. 93 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. 93 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 January 24, 2017.

(d), (e) Not applicable.

ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer

Each Covered Person listed on the cover page to this Schedule and
Appendix A hereto is a party to the Shareholders' Agreement. The Shareholders'
Agreement and forms of the Counterparts to the Shareholders' Agreement are
filed as Exhibits to this Schedule, and the following summary of the terms of
the Shareholders' Agreement is qualified in its entirety by reference thereto.
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, 7,791,432 shares of Common Stock are subject to the
Transfer Restrictions as of January 24, 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

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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.

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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)).

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ANNEX A

ITEM 4. PLANNED DISPOSITION OF SECURITIES OF THE ISSUER BY COVERED
PERSONS.

None.

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ANNEX B

ITEM 5(A). DESCRIPTION OF SHARES AS TO WHICH THERE IS A RIGHT TO
ACQUIREEXERCISABLE WITHIN 60 DAYS.

An aggregate of 3,275,997 shares of Common Stock are deliverable to Covered
Persons upon the exercise of stock options that have vested and are exercisable.

The share amount given above includes the gross number of shares of Common
Stock underlying these options, 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 January 24, 2017. Upon exercise of stock options, a net
amount of shares will be actually delivered to the Covered Person, with some
shares withheld for tax payments, to fund the option strike price or for other
reasons. The net shares delivered to the Covered Person will continue to be
included in 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.

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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:

[Download Table]

Price Per Share
Covered Person Trade Date Number of Shares (in $)
-------------- ----------------- ---------------- ---------------

Robert D. Boroujerdi November 25, 2016 2,763 211.9415
Thalia Chryssikou November 25, 2016 984 212.2110
Ming Yunn Stephanie Hui* November 25, 2016 4,932 212.0500
Maxim B. Klimov November 25, 2016 14 212.0500
Raghav Maliah November 25, 2016 1,000 211.9640
Masanori Mochida November 25, 2016 149,900 212.0297
Simon P. Morris November 25, 2016 12,147 211.8522
Francesco Pascuzzi November 25, 2016 835 212.0500
Nicholas W. Phillips November 25, 2016 1,000 211.9580
Pablo J. Salame* November 25, 2016 5,000 211.8948
Gregory A. Agran November 28, 2016 6,100 170.0000
Vivek Bohra November 28, 2016 2,700 175.0000
James V. Covello November 28, 2016 2,800 165.0000
Francois-Xavier de Mallmann November 28, 2016 600 175.0000
Daniel L. Dees November 28, 2016 18,600 160.0000
Kathleen G. Elsesser November 28, 2016 700 180.0000
Jeffrey M. Gido November 28, 2016 100 180.0000
Peter Gross November 28, 2016 900 180.0000
Todd Hohman November 28, 2016 1,000 180.0000
Ming Yunn Stephanie Hui* November 28, 2016 5,900 175.0000
David J. Kostin November 28, 2016 3,400 165.0000
John J. McGuire, Jr. November 28, 2016 1,200 175.0000
John J. McGuire, Jr.* November 28, 2016 500 175.0000
John J. McGuire, Jr.* November 28, 2016 500 175.0000
Avinash Mehrotra November 28, 2016 1,900 170.0000
Avinash Mehrotra November 28, 2016 1,500 175.0000
Marc O. Nachmann November 28, 2016 7,800 155.0000
Peter C. Oppenheimer November 28, 2016 100 175.0000
Kenneth A. Pontarelli November 28, 2016 3,800 170.0000
Andrew K. Rennie November 28, 2016 8,500 170.0000
Guy E. Saidenberg November 28, 2016 8,200 175.0000
Guy E. Saidenberg November 28, 2016 500 180.0000
Julian Salisbury November 28, 2016 900 180.0000
Stephen M. Scherr November 28, 2016 9,400 175.0000
Simon R. Watson November 28, 2016 100 180.0000
Vivek Bohra November 29, 2016 100 175.0000
Ming Yunn Stephanie Hui* November 29, 2016 200 175.0000
Avinash Mehrotra November 29, 2016 100 175.0000
Guy E. Saidenberg November 29, 2016 300 175.0000
Stephen M. Scherr November 29, 2016 300 175.0000
Andrew K. Rennie December 23, 2016 100 170.0000
Gregory A. Agran January 11, 2017 500 170.0000

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Price Per Share
Covered Person Trade Date Number of Shares (in $)
-------------- ---------------- ---------------- ---------------
Avinash Mehrotra January 11, 2017 200 170.0000
Kenneth A. Pontarelli January 11, 2017 300 170.0000
Andrew K. Rennie January 11, 2017 600 170.0000
Armen A. Avanessians* January 18, 2017 1,700 185.0000
Vivek Bohra January 18, 2017 500 175.0000
Francois-Xavier de Mallmann January 18, 2017 100 175.0000
Kathleen G. Elsesser January 18, 2017 800 185.0000
Todd Hohman January 18, 2017 1,100 185.0000
Ming Yunn Stephanie Hui* January 18, 2017 1,000 175.0000
John J. Kim January 18, 2017 500 185.0000
Scott L. Lebovitz January 18, 2017 200 185.0000
John J. McGuire, Jr. January 18, 2017 200 175.0000
John J. McGuire, Jr.* January 18, 2017 100 175.0000
John J. McGuire, Jr.* January 18, 2017 100 175.0000
Avinash Mehrotra January 18, 2017 200 175.0000
Michael Rimland January 18, 2017 1,100 185.0000
Guy E. Saidenberg January 18, 2017 1,400 175.0000
Stephen M. Scherr January 18, 2017 1,600 175.0000
Umesh Subramanian January 18, 2017 100 185.0000
Alejandro Vollbrechthausen January 18, 2017 900 185.0000
Sonjoy Chatterjee January 19, 2017 5,300 231.6185
Alex S. Chi January 19, 2017 1,253 232.2000
James V. Covello January 19, 2017 98 233.2500
Jeffrey R. Currie January 19, 2017 206 234.0700
Massimo Della Ragione January 19, 2017 1,090 234.0700
Donald J. Duet January 19, 2017 5,955 231.9258
Kathleen G. Elsesser January 19, 2017 12,700 232.1534
Jeffrey M. Gido January 19, 2017 600 232.5427
Cyril J. Goddeeris January 19, 2017 100 190.0000
Amanda S. Hindlian January 19, 2017 379 232.3737
Scott L. Lebovitz January 19, 2017 1,900 233.8379
Ronald Lee January 19, 2017 2,700 234.0000
Gwen R. Libstag* January 19, 2017 15 234.0700
Paula B. Madoff* January 19, 2017 5,941 234.0700
John V. Mallory January 19, 2017 1,000 234.1980
John W. McMahon January 19, 2017 5,000 231.3785
David D. Miller January 19, 2017 1,030 232.8500
David D. Miller January 19, 2017 100 232.8600
David D. Miller January 19, 2017 200 232.8700
Masanori Mochida January 19, 2017 25,918 234.0801
Una M. Neary January 19, 2017 1,789 231.7235
Julian Salisbury January 19, 2017 8,800 232.1764
Harvey M. Schwartz January 19, 2017 25,000 233.9887
Kristin O. Smith January 19, 2017 543 232.3527
Steven H. Strongin* January 19, 2017 1,994 234.0700
Joseph Struzziery III January 19, 2017 1,203 233.4310
Peter van der Goes, Jr. January 19, 2017 944 231.6424
Damien R. Vanderwilt January 19, 2017 745 231.1658
Andrea Vella January 19, 2017 900 190.0000
Alejandro Vollbrechthausen January 19, 2017 200 190.0000
Gregory A. Agran January 20, 2017 1,300 170.0000
Armen A. Avanessians* January 20, 2017 13,300 185.0000
Vivek Bohra January 20, 2017 1,300 175.0000

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Price Per Share
Covered Person Trade Date Number of Shares (in $)
-------------- ---------------- ---------------- ---------------
Michael J. Carr January 20, 2017 7,700 210.0000
Michael J. Carr* January 20, 2017 123 210.0000
Michael J. Carr* January 20, 2017 3,977 210.0000
David Chou January 20, 2017 6,000 231.2910
James V. Covello January 20, 2017 600 165.0000
Francois-Xavier de Mallmann January 20, 2017 300 175.0000
Francois-Xavier de Mallmann January 20, 2017 600 180.0000
Francois-Xavier de Mallmann January 20, 2017 1,000 190.0000
Francois-Xavier de Mallmann January 20, 2017 1,000 195.0000
Francois-Xavier de Mallmann January 20, 2017 2,500 200.0000
Daniel L. Dees January 20, 2017 4,800 160.0000
Mark F. Dehnert January 20, 2017 34,200 220.0000
Cyril J. Goddeeris January 20, 2017 3,500 190.0000
Jeffrey B. Goldenberg January 20, 2017 5,000 220.0000
Peter Gross January 20, 2017 8,300 180.0000
Todd Hohman January 20, 2017 10,000 180.0000
Todd Hohman January 20, 2017 8,900 185.0000
Ming Yunn Stephanie Hui* January 20, 2017 2,900 175.0000
John J. Kim January 20, 2017 3,500 185.0000
John J. Kim January 20, 2017 2,000 190.0000
David J. Kostin January 20, 2017 800 165.0000
Bruce M. Larson January 20, 2017 1,133 231.8600
John J. McGuire, Jr. January 20, 2017 600 175.0000
John J. McGuire, Jr.* January 20, 2017 200 175.0000
John J. McGuire, Jr.* January 20, 2017 200 175.0000
Avinash Mehrotra January 20, 2017 700 232.9386
Avinash Mehrotra January 20, 2017 400 232.9475
Ali S. Melli January 20, 2017 2,000 190.0000
Ali S. Melli January 20, 2017 2,000 200.0000
Ali S. Melli January 20, 2017 2,000 210.0000
Masanori Mochida January 20, 2017 200,000 231.2814
Timothy H. Moe January 20, 2017 1,216 231.0460
Timothy H. Moe January 20, 2017 1,784 231.8600
Thomas C. Morrow January 20, 2017 2,160 231.8211
Marc O. Nachmann January 20, 2017 200 155.0000
Peter C. Oppenheimer January 20, 2017 100 175.0000
Kenneth A. Pontarelli January 20, 2017 900 170.0000
Kenneth A. Pontarelli January 20, 2017 2,100 200.0000
Andrew K. Rennie January 20, 2017 1,900 170.0000
Michael Rimland January 20, 2017 8,900 185.0000
Jason T. Rowe January 20, 2017 286 232.1600
Guy E. Saidenberg January 20, 2017 4,000 175.0000
Guy E. Saidenberg January 20, 2017 5,200 180.0000
Stephen M. Scherr January 20, 2017 4,700 175.0000
Heather K. Shemilt January 20, 2017 4,000 230.0000
Umesh Subramanian January 20, 2017 1,000 185.0000
Andrea Vella January 20, 2017 49,100 190.0000
Andrea Vella January 20, 2017 20,300 195.0000
Andrea Vella January 20, 2017 50,000 215.0000
Jeffrey L. Verschleiser January 20, 2017 20,900 220.0000
Alejandro Vollbrechthausen January 20, 2017 7,500 185.0000
Alejandro Vollbrechthausen January 20, 2017 8,300 190.0000
Simon R. Watson January 20, 2017 1,200 180.0000

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Price Per Share
Covered Person Trade Date Number of Shares (in $)
-------------- ---------------- ---------------- ---------------
Deborah R. Beckmann January 23, 2017 400 231.8500
Deborah R. Beckmann January 23, 2017 200 231.8600
Iain N. Drayton January 23, 2017 1,619 232.0000
Jan Hatzius January 23, 2017 1,356 231.8682
Ali S. Melli January 23, 2017 4,000 232.7537
Mark A. Van Wyk January 23, 2017 482 231.3000
Mark A. Van Wyk January 23, 2017 114 231.3200
Mark A. Van Wyk January 23, 2017 205 231.3300
Fadi Abuali January 24, 2017 45 232.3585
Raanan A. Agus January 24, 2017 5,000 232.0000
Raanan A. Agus January 24, 2017 4,060 235.6923
Philip S. Armstrong January 24, 2017 822 232.0000
Stacy E. Bash-Polley January 24, 2017 2,368 234.5625
Gareth W. Bater January 24, 2017 2,633 232.0000
Deborah R. Beckmann January 24, 2017 450 235.3600
Jonathan A. Beinner January 24, 2017 4,844 232.0000
Heather Bellini January 24, 2017 1,537 235.1910
Tracey E. Benford January 24, 2017 1,532 235.2887
Philip R. Berlinski January 24, 2017 104 234.0000
Stefan R. Bollinger January 24, 2017 150 232.3585
Brian W. Bolster January 24, 2017 369 232.0000
William C. Bousquette, Jr. January 24, 2017 225 232.0000
Michael J. Brandmeyer January 24, 2017 1,865 234.7428
Jason H. Brauth January 24, 2017 1,999 233.5000
Michael Bruun January 24, 2017 161 232.3585
Steven M. Bunson January 24, 2017 657 232.0000
Robert A. Camacho January 24, 2017 171 232.0000
Philippe L. Camu January 24, 2017 192 232.3585
Tavis Cannell January 24, 2017 102 232.3585
Donald J. Casturo January 24, 2017 1,566 232.0314
Christian Channell January 24, 2017 500 235.3700
Sonjoy Chatterjee January 24, 2017 3,736 232.0305
R. Martin Chavez January 24, 2017 5,305 234.3387
Gary W. Chropuvka January 24, 2017 462 235.6539
Darren W. Cohen January 24, 2017 114 232.0000
Kathleen A. Connolly January 24, 2017 305 233.7610
James V. Covello January 24, 2017 780 232.1280
Michael D. Daffey January 24, 2017 623 232.3585
Jennifer L. Davis January 24, 2017 137 232.0000
Francois-Xavier de Mallmann January 24, 2017 1,308 232.3585
Francois-Xavier de Mallmann January 24, 2017 1,100 234.2432
Olaf Diaz-Pintado January 24, 2017 407 232.0000
Joseph P. Disabato January 24, 2017 81 234.4600
Joseph P. Disabato January 24, 2017 265 234.4649
Joseph P. Disabato January 24, 2017 464 234.4700
Joseph P. Disabato January 24, 2017 265 234.4600
Donald J. Duet January 24, 2017 1,119 233.9831
Alessandro Dusi January 24, 2017 165 232.3585
Charalampos Eliades January 24, 2017 145 232.3585
Edward A. Emerson* January 24, 2017 5,108 233.1992
Michael P. Esposito January 24, 2017 3,065 235.6633
Carl Faker January 24, 2017 260 232.3585

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Price Per Share
Covered Person Trade Date Number of Shares (in $)
-------------- ---------------- ---------------- ---------------
Stephan J. Feldgoise January 24, 2017 1,296 231.2185
Jonathan H. Fine January 24, 2017 280 232.0000
Sheara J. Fredman January 24, 2017 400 232.0000
Christopher G. French January 24, 2017 2,385 234.7026
Johannes P. Fritze January 24, 2017 195 232.0000
Johannes P. Fritze January 24, 2017 45 233.9800
Charlie H. Gailliot January 24, 2017 2,619 235.1760
Gonzalo R. Garcia January 24, 2017 1,160 232.0000
Gonzalo R. Garcia January 24, 2017 532 232.3585
M. Huntley Garriott, Jr. January 24, 2017 427 232.0000
Francesco U. Garzarelli January 24, 2017 2 232.3585
Matthew R. Gibson January 24, 2017 1,837 235.0170
Nick V. Giovanni January 24, 2017 424 235.1432
Joshua Glassman January 24, 2017 225 235.6800
Cyril J. Goddeeris January 24, 2017 954 235.4760
Court E. Golumbic January 24, 2017 67 232.0000
Michael J. Graziano January 24, 2017 1,357 234.4887
Peter Gross January 24, 2017 2,379 234.8104
Jan Hatzius January 24, 2017 3,201 234.3060
Peter Hermann January 24, 2017 164 232.3585
Peter Hermann January 24, 2017 821 235.1724
Matthias Hieber January 24, 2017 165 232.3585
Amanda S. Hindlian January 24, 2017 91 234.8100
Martin Hintze January 24, 2017 1,332 232.0000
Martin Hintze January 24, 2017 1,062 232.3585
Russell W. Horwitz January 24, 2017 400 232.0000
Irfan S. Hussain January 24, 2017 492 232.1412
Russell E. Hutchinson January 24, 2017 242 234.6069
Omer Ismail January 24, 2017 114 232.0000
William L. Jacob III January 24, 2017 1,753 232.0000
Christian W. Johnston January 24, 2017 8,096 233.7880
Andrew J. Jonas January 24, 2017 1,119 232.0000
Tammy A. Kiely January 24, 2017 120 234.6600
Simon J. Kingsbury January 24, 2017 2,576 234.6067
Marie Louise Kirk January 24, 2017 443 233.0500
J. Christopher A. Kojima January 24, 2017 1,219 235.1698
Adam M. Korn January 24, 2017 1,753 234.5281
Meena K. Lakdawala January 24, 2017 822 235.1692
Eric S. Lane January 24, 2017 5,000 234.7817
David W. Lang January 24, 2017 454 234.9925
Hugh J. Lawson January 24, 2017 1,323 232.0000
David A. Lehman January 24, 2017 473 234.5600
Todd W. Leland January 24, 2017 2,223 232.0000
Todd W. Leland January 24, 2017 235 232.3585
Tianqing Li January 24, 2017 1,880 235.0000
Dirk L. Lievens January 24, 2017 326 232.3585
Kyriacos Loupis January 24, 2017 773 234.4626
David B. Ludwig January 24, 2017 727 234.9000
Peter J. Lyon January 24, 2017 1,119 235.0000
John V. Mallory January 24, 2017 1,000 235.6755
Richard M. Manley January 24, 2017 761 232.9600
Richard M. Manley January 24, 2017 1,157 232.9900
Clifton C. Marriott January 24, 2017 52 231.5300

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Price Per Share
Covered Person Trade Date Number of Shares (in $)
-------------- ---------------- ---------------- ---------------
Sarah Marie Martin January 24, 2017 4,022 232.1534
Alison J. Mass January 24, 2017 1,753 232.3802
James A. McNamara January 24, 2017 1,545 232.0000
Anthony J. Miller January 24, 2017 2,269 232.0000
Christina P. Minnis January 24, 2017 1,119 232.0000
Timothy H. Moe January 24, 2017 5,000 232.1275
Joseph Montesano January 24, 2017 1,323 235.6807
Sam Alexander Morgan January 24, 2017 603 234.6201
Marc O. Nachmann January 24, 2017 605 232.5500
Marc O. Nachmann* January 24, 2017 2,229 232.5235
Ezra Nahum January 24, 2017 1,289 233.0959
Jeffrey P. Nedelman* January 24, 2017 1,753 234.6561
Gavin G. O'Connor January 24, 2017 893 232.0000
Gavin G. O'Connor* January 24, 2017 1,044 232.0000
Brett A. Olsher January 24, 2017 1,765 232.0000
Lisa Opoku January 24, 2017 604 232.0000
Michael Martin Paese January 24, 2017 183 232.0000
Konstantinos N. Pantazopoulos January 24, 2017 456 232.3585
James R. Paradise January 24, 2017 2,500 233.9268
James R. Paradise January 24, 2017 2,500 234.1024
James R. Paradise January 24, 2017 2,500 234.4384
James R. Paradise January 24, 2017 2,500 234.8136
James R. Paradise January 24, 2017 2,500 236.0000
Francesco Pascuzzi January 24, 2017 75 232.3585
Francesco Pascuzzi January 24, 2017 152 235.3800
Sheila H. Patel January 24, 2017 3,141 232.4500
Alexander E. Potter January 24, 2017 591 232.0000
Gilberto Pozzi January 24, 2017 381 232.3585
Gilberto Pozzi January 24, 2017 464 235.5700
Gilberto Pozzi January 24, 2017 542 235.6300
Macario Prieto January 24, 2017 109 232.3585
John J. Rafter January 24, 2017 127 232.3585
John J. Rafter January 24, 2017 15,000 235.3548
James H. Reynolds January 24, 2017 587 232.3585
Sean D. Rice January 24, 2017 1,097 232.3081
Kate D. Richdale January 24, 2017 4,957 234.1477
Michael J. Richman January 24, 2017 717 232.0000
Scott M. Rofey January 24, 2017 1,000 234.2330
Scott A. Romanoff January 24, 2017 1,012 232.0000
Johannes Rombouts January 24, 2017 97 232.3585
David T. Rusoff January 24, 2017 414 232.0000
Peter C. Russell January 24, 2017 1,289 234.8455
Guy E. Saidenberg January 24, 2017 457 232.3585
Luke A. Sarsfield III January 24, 2017 329 235.6500
Adam H. Savarese January 24, 2017 6,074 231.6885
Jason M. Savarese January 24, 2017 525 234.8819
Susan J. Scher January 24, 2017 1,357 232.0000
Stephen M. Scherr January 24, 2017 5,122 233.3072
Joshua S. Schiffrin January 24, 2017 4,613 232.0955
Stacy D. Selig January 24, 2017 91 232.4700
Gaurav Seth January 24, 2017 397 232.0000
Tejas A. Shah January 24, 2017 866 232.4292
Konstantin A. Shakhnovich January 24, 2017 1,461 232.1640
Richard L. Siewert, Jr. January 24, 2017 687 234.7713

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SC 13D/A 22nd Page of 26 TOC 1st Previous Next ↓Bottom Just 22nd
Price Per Share
Covered Person Trade Date Number of Shares (in $)
-------------- ---------------- ---------------- ---------------
Suhail A. Sikhtian January 24, 2017 3,266 235.5748
Suhail A. Sikhtian* January 24, 2017 11,699 235.4857
Jason E. Silvers January 24, 2017 137 232.0000
Gavin Simms January 24, 2017 1,014 234.4131
Gavin Simms* January 24, 2017 275 234.0909
Michael L. Simpson January 24, 2017 332 232.0000
Christoph W. Stanger January 24, 2017 155 232.3585
Esta E. Stecher* January 24, 2017 1,227 235.2343
Kevin M. Sterling January 24, 2017 3,077 234.3863
Steven H. Strongin January 24, 2017 4,567 232.0000
Joseph Struzziery III January 24, 2017 1,086 232.0000
Umesh Subramanian January 24, 2017 313 232.0000
Ram K. Sundaram January 24, 2017 4,000 234.2284
Damian E. Sutcliffe January 24, 2017 521 232.1142
Michael S. Swell January 24, 2017 1,029 235.4321
Christopher W. Taendler January 24, 2017 624 232.5000
Harit Talwar January 24, 2017 4,905 235.1849
Jeremy Taylor January 24, 2017 2,226 232.0000
Thomas D. Teles January 24, 2017 1,461 234.2727
David S. Thomas January 24, 2017 1,941 231.6645
Thomas Tormey January 24, 2017 2,518 231.5037
Frederick Towfigh January 24, 2017 500 233.9500
Matthew P. Verrochi January 24, 2017 1,389 232.0000
Simon R. Watson January 24, 2017 241 232.9719
Owen O. West January 24, 2017 2,167 232.1277
Andrew F. Wilson January 24, 2017 932 232.3585
Neil Edward Wolitzer January 24, 2017 163 232.0000
Wassim G. Younan January 24, 2017 170 232.3585

* This transaction was conducted through an estate planning entity or private
charitable foundation and relates to Other Shares.

The following purchases of Other Shares were made by the following Covered
Persons:

Price Per Share
Covered Person Trade Date Number of Shares (in $)
-------------- ----------------- ---------------- ---------------
Andrea Vella November 25, 2016 50,000 211.9996

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
-------------- ----------------- ---------------- --------------
Valentino D. Carlotti November 25, 2016 945 Disposition
Kevin G. Kelly November 25, 2016 40 Disposition
Gregory P. Lee December 14, 2016 490 Disposition
John V. Mallory December 14, 2016 424 Disposition
Charles F. Adams* December 15, 2016 280 Disposition
Richard A. Friedman December 15, 2016 16,421 Disposition
John J. Kim December 16, 2016 756 Disposition
Valentino D. Carlotti December 23, 2016 832 Disposition

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SC 13D/A 23rd Page of 26 TOC 1st Previous Next ↓Bottom Just 23rd
Acquisition or
Covered Person Transfer Date Number of Shares Disposition
-------------- ----------------- ---------------- --------------
Justin G. Gmelich December 30, 2016 5,740 Disposition
Scott M. Rofey January 24, 2017 646 Disposition
David M. Solomon* January 24, 2017 108 Disposition
Elisha Wiesel January 24, 2017 2,368 Disposition

* This transfer was conducted through an estate planning entity or private
charitable foundation.

The following cashless exercises of stock options were effected by the
following Covered Persons, with the indicated number of underlying shares
withheld by the Company to satisfy the exercise price and, in certain cases,
applicable taxes, and the indicated number of underlying shares sold through
Fidelity Brokerage Services LLC for cash on the New York Stock Exchange:

[Download Table]

Number Strike Number of Sales Number of
of Price Shares Price Shares
Covered Person Date of Exercise Options (in $) Withheld (in $) Sold
-------------- ----------------- ------- ------ --------- -------- ---------

Heather K. Shemilt November 25, 2016 5,000 78.78 3,611 211.8567 1,389
Marshall Smith November 25, 2016 6,000 78.78 4,333 211.8567 1,667
Simon N. Holden November 25, 2016 7,402 78.78 4,935 211.8567 2,467
Alan S. Kava November 25, 2016 9,159 78.78 6,615 211.8567 2,544
Robin A. Vince November 25, 2016 10,000 78.78 7,222 211.8567 2,778
Paula B. Madoff January 19, 2017 19,934 78.78 14,106 231.8661 5,828
Simon P. Morris January 19, 2017 156,071 78.78 101,168 231.8661 54,903
Gene T. Sykes January 20, 2017 10,000 78.78 6,842 231.6263 3,158
Esta E. Stecher January 23, 2017 11,928 204.16 11,280 232.1972 648
Marshall Smith January 24, 2017 4,360 78.78 3,086 234.2387 1,274
Gene T. Sykes January 24, 2017 5,000 78.78 3,417 234.2387 1,583
William L. Jacob III January 24, 2017 10,000 78.78 7,078 234.2387 2,922
John S. Willian January 24, 2017 20,000 78.78 13,594 234.2387 6,406

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SC 13D/A 24th Page of 26 TOC 1st Previous Next ↓Bottom Just 24th
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 November 9, 2016:

Strike
Instrument and Number of Price
Covered Person Position Shares (in $) Maturity Date
-------------- -------------- --------- ------ ----------------
Gregory A. Agran Call Written 12,500 180 April 21, 2017
Denis P. Coleman III Call Written 3,900 210 June 16, 2017
Alessandro Dusi Call Written 1,500 215 June 16, 2017
Alessandro Dusi Call Written 1,000 210 June 16, 2017
Michelle Gill Call Written 14,700 195 April 21, 2017
Michelle Gill* Call Written 800 195 April 21, 2017
Ming Yunn Stephanie Hui* Call Written 15,000 190 April 21, 2017
Laurent Lellouche Put Written 8,100 150 January 19, 2018
John J. McCabe Call Written 1,000 230 April 21, 2017
Avinash Mehrotra Call Written 3,000 195 April 21, 2017
Avinash Mehrotra Call Written 3,000 210 April 21, 2017
Richard N. Ramsden Call Written 10,000 230 April 21, 2017
Mahesh Saireddy Call Written 5,300 180 June 16, 2017

* This transaction was conducted through an estate planning entity or private
charitable foundation and relates to Other Shares.

-24-

SC 13D/A 25th Page of 26 TOC 1st Previous Next ↓Bottom Just 25th
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: February 8, 2017

By: /s/ Benjamin J. Rader
-----------------------------
Name: Benjamin J. Rader
Title: Attorney-in-Fact

-25-

SC 13D/A Last Page of 26 TOC 1st Previous Next ↓Bottom Just 26th
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)).

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)).

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

	1/19/18	24
	6/16/17	24
	4/21/17	24
Filed on:	2/8/17	25		424B2
	1/24/17	1	15	4, 424B2, 8-K, SC 13G/A
	11/9/16	24		4, 424B2
	2/9/16	13	26	4, 424B2, SC 13D/A, SC 13G, SC 13G/A
	1/15/15	8	26	424B2
	12/31/14	13	26	10-K, 11-K, 13F-HR, 424B2
	1/8/03	13	26	424B2, SC 13D/A
	8/2/00	13	26	424B4, SC 13D/A
	6/30/00	13	26	13F-HR, 13F-HR/A, 4, 424B3, SC 13D/A
	6/21/00	13	26	SC 13D/A
	6/19/00	11	26	424B3
	12/17/99	13	26	SC 13D/A
	12/10/99	11	26	4, SC 13G/A
	5/7/99	8		3
				List all Filings

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Filing Submission 0001193125-17-034741 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Goldman Sachs Group Inc, et al. – ‘SC 13D/A’ on 2/8/17 re: Goldman Sachs Group Inc

On: Wednesday, 2/8/17, at 5:00pm ET · Accession #: 1193125-17-34741 · File #: 5-56295

Previous ‘SC 13D’: ‘SC 13D/A’ on 11/23/16 · Next: ‘SC 13D/A’ on 3/7/17 · Latest: ‘SC 13D/A’ on 7/7/23

Amendment to General Statement of Beneficial Ownership — Sch. 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Sch. 13D
Filing Table of Contents