SEC Info - Goldman Sachs Group Inc, et al. - ‘SC 13D/A’ on 11/23/16 re: Goldman Sachs Group Inc

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Goldman Sachs Group Inc, et al. – ‘SC 13D/A’ on 11/23/16 re: Goldman Sachs Group Inc

On: Wednesday, 11/23/16, at 5:02pm ET · Accession #: 1193125-16-776583 · File #: 5-56295

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

11/23/16  Goldman Sachs Group Inc           SC 13D/A               1:57K  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. 92 to Schedule 13D                      24     87K

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 Acquire Exercisable 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 Acquire Exercisable 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
21	Item 6. Description of Positions in Derivative Instruments of Covered Persons

SC 13D/A 1st Page of 24 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. 92

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)

November 9, 2016
(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)

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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
NUMBER OF A.)
SHARES 17,559,752 Voting Shares/2/ held by Covered Persons
BENEFICIALLY 270 Shared Ownership Shares held by Covered Persons/3/
OWNED BY 6,511,114 Sixty Day Shares held by Covered Persons/4/
EACH 2,849,851 Other Shares held by Covered Persons/5/
REPORTING -------------------------------------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER (See Item 6)
WITH As to Voting Shares, less than 1%
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 26,920,987
------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [_]
SHARES
------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.69%
------------------------------------------------------------------------------------------------------
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) 209,437 shares of Common Stock held by 12
private charitable foundations established by 12 Covered Persons;
(ii) 2,639,573 shares of Common Stock held by certain family members of
Covered Persons and by certain estate planning entities established by
Covered Persons; and (iii) 841 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 24 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 Alex S. Chi
Fadi Abuali Canada/Kuwait David Chou UK
Charles F. Adams Gary W. Chropuvka
Gregory A. Agran Thalia Chryssikou Greece
Raanan A. Agus Kent A. Clark Canada/USA
Philip S. Armstrong UK Abby Joseph Cohen
Aaron M. Arth Alan M. Cohen
Armen A. Avanessians Darren W. Cohen
Dean C. Backer Stephanie E. Cohen
Charles Baillie Gary D. Cohn
Vivek J. Bantwal Colin Coleman South Africa
Jennifer A. Barbetta Denis P. Coleman III
Steven K. Barg William J. Conley, Jr.
Thomas J. Barrett III Kathleen A. Connolly
Steven M. Barry Thomas G. Connolly Ireland/USA
Stacy Bash-Polley Karen R. Cook UK
Gareth W. Bater UK Edith W. Cooper
Gerard M. Beatty Kenneth W. Coquillette
Jonathan A. Beinner Richard N. Cormack UK
Heather Bellini Thomas W. Cornacchia
Tracey E. Benford James V. Covello
Philip R. Berlinski Belgium/USA Jeffrey R. Currie
Frances R. Bermanzohn Michael D. Daffey Australia
Robert A. Berry UK/USA John S. Daly Ireland
Avanish R. Bhavsar Anne Marie B. Darling
Lloyd C. Blankfein David H. Dase
Vivek Bohra Francois-Xavier de Mallmann France/Switzerland
Stefan R. Bollinger Switzerland Daniel L. Dees
Brian W. Bolster Mark F. Dehnert
Shane M. Bolton UK Massimo Della Ragione Italy
Robert D. Boroujerdi Sara V. Devereux
Jill A. Borst Olaf Diaz-Pintado Spain
William C. Bousquette, Jr. Joseph P. DiSabato
Sally A. Boyle UK Michele I. Docharty
Michael J. Brandmeyer Thomas M. Dowling
Jason H. Brauth Robert Drake-Brockman UK
Clarence K. Brenan Iain N. Drayton UK
Samuel S. Britton Donald J. Duet
Craig W. Broderick Alessandro Dusi Italy
Torrey J. Browder Isabelle Ealet France
Steven M. Bunson Kenneth M. Eberts III
Philippe L. Camu Belgium David P. Eisman
Tavis Cannell UK/Ireland Charalampos Eliades Greece
Valentino D. Carlotti James Ellery UK
Anthony H. Carpet Kathleen G. Elsesser
Michael J. Carr Edward A. Emerson Argentina/UK
Donald J. Casturo James P. Esposito
Sonjoy Chatterjee India Michael P. Esposito
R. Martin Chavez Carl Faker France/Lebanon

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Elizabeth C. Fascitelli Martin Hintze Germany
Stephan J. Feldgoise Kenneth L. Hirsch
Patrick J. Fels Kenneth W. Hitchner
Benjamin W. Ferguson Todd Hohman
Carlos Fernandez-Aller Spain Simon N. Holden UK
Jonathan H. Fine UK/USA Dane E. Holmes
Wolfgang Fink Germany Ning Hong China
Samuel W. Finkelstein Sean C. Hoover
Peter E. Finn Ericka T. Horan
David A. Fishman Shin Horie Japan
Elisabeth Fontenelli Russell W. Horwitz
Colleen A. Foster James P. Houghton UK
Sheara J. Fredman Pierre Hudry France
Matthew T. Fremont-Smith Ming Yunn Stephanie Hui UK/Hong Kong
Christopher G. French UK Irfan S. Hussain Pakistan
David A. Friedland Hidehiro Imatsu Japan
Richard A. Friedman Timothy J. Ingrassia
Johannes P. Fritze Germany/USA William L. Jacob III
Dino Fusco Christian W. Johnston Australia
Jacques Gabillon France Andrew J. Jonas
Sean J. Gallagher Adrian M. Jones Ireland
Gonzalo R. Garcia Chile Eric S. Jordan
James R. Garman UK Roy R. Joseph Guyana
M. Huntley Garriott, Jr. Andrew J. Kaiser
Francesco U. Garzarelli Italy Etsuko Kanayama Japan
Matthew R. Gibson Vijay M. Karnani India
Jeffrey M. Gido Alan S. Kava
Gary T. Giglio Kevin G. Kelly
Michelle Gill Christopher Keogh
Nick V. Giovanni Tammy A. Kiely
John L. Glover III John J. Kim
Justin G. Gmelich Robert C. King, Jr.
Richard J. Gnodde Ireland/South Hideki Kinuhata Japan
Africa Shigeki Kiritani Japan
Cyril J. Goddeeris Canada Marie Louise Kirk Denmark
Jeffrey B. Goldenberg Maxim B. Klimov Ukraine
Alexander S. Golten UK Edward C. Knight UK
Andrew M. Gordon Michael E. Koester
Michael J. Graziano J. Christopher A. Kojima Canada/USA
Bradley J. Gross UK/USA Adam M. Korn
Peter Gross David J. Kostin
Anthony Gutman UK/USA Jorg H. Kukies Germany
Elizabeth M. Hammack Meena K. Lakdawala
Joanne Hannaford UK Eric S. Lane
Julie A. Harris Nyron Z. Latif
Jan Hatzius Germany Hugh J. Lawson
Edouard Hervey France Scott L. Lebovitz
Matthias Hieber Austria Brian J. Lee
Charles P. Himmelberg George C. Lee

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

Gregory P. Lee Bryan P. Mix
Ronald Lee Masanori Mochida Japan
David A. Lehman Timothy H. Moe Ireland
Todd W. Leland Joseph Montesano
Laurent Lellouche France Ricardo Mora
Gregg R. Lemkau Simon P. Morris UK
Deborah R. Leone Thomas C. Morrow
Eugene H. Leouzon France Sharmin Mossavar-Rahmani UK
John R. Levene UK Eric D. Muller
Brian T. Levine Takashi Murata Japan
Gwen R. Libstag Marc O. Nachmann
Dirk L. Lievens Belgium Ezra Nahum France/USA
Ryan D. Limaye Amol S. Naik India/USA
Luca M. Lombardi Italy Manikandan Natarajan India
Victor M. Lopez-Balboa Jyothsna Natauri
Kyriacos Loupis Cyprus/USA Una M. Neary
David B. Ludwig Jeffrey P. Nedelman
Peter J. Lyon Gavin G. O'Connor
Paula B. Madoff Fergal J. O'Driscoll Ireland
John G. Madsen Gregory G. Olafson Canada
Raja Mahajan Brett A. Olsher UK/USA
John A. Mahoney Jernej Omahen Slovenia
Puneet Malhi UK Timothy J. O'Neill
Raghav Maliah India Lisa Opoku
John V. Mallory Peter C. Oppenheimer UK
Richard M. Manley UK Gerald B. Ouderkirk III
David M. Marcinek Gregory K. Palm
Michael C. J. Marsh UK Konstantinos N. Pantazopoulos Greece
Sarah Marie Martin James R. Paradise UK
Alison J. Mass Paul Gray Parker
Robert A. Mass Francesco Pascuzzi Italy
Kathy M. Matsui Anthony W. Pasquariello
John J. McCabe Sheila H. Patel
Matthew B. McClure UK Nirubhan Pathmanabhan UK
Dermot W. McDonogh Ireland Jonathan Mark Penkin UK/South Africa
John J. McGuire, Jr. David B. Philip
John W. McMahon Nicholas W. Phillips UK
James A. McNamara Richard Phillips Australia
Richard P. McNeil Jamaica/USA Stephen R. Pierce
Avinash Mehrotra Hugh R. Pill UK
Ali S. Melli Saint Kitts and Michelle H. Pinggera UK
Nevis Kenneth A. Pontarelli
Xavier C. Menguy France Ellen R. Porges
Anthony J. Miller Australia Dmitri Potishko Australia
David D. Miller Dina Powell
Milton R. Millman III Gilberto Pozzi Italy
Christopher Milner UK Robert Pulford UK
Christina P. Minnis John J. Rafter Ireland
Kayhan Mirza Canada Sumit Rajpal

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Richard N. Ramsden UK Sarah E. Smith UK
Andrew K. Rennie Australia/UK David M. Solomon
James H. Reynolds France Mark R. Sorrell UK
Sean D. Rice Christoph W. Stanger Austria
Kate D. Richdale UK Esta E. Stecher
Michael J. Richman Laurence Stein South
Africa/USA
Francois J. Rigou France Kevin M. Sterling
Michael Rimland John D. Storey Australia
Scott M. Rofey Patrick M. Street UK
John F. W. Rogers Steven H. Strongin
Scott A. Romanoff Joseph Struzziery III
Johannes Rombouts The Netherlands Umesh Subramanian India
Michael E. Ronen Germany/Israel Ram K. Sundaram India
Simon A. Rothery Australia Damian E. Sutcliffe UK/USA
Jami Rubin Robert J. Sweeney
Peter C. Russell Michael S. Swell
Paul M. Russo Joseph D. Swift
Colin J. Ryan Ireland Gene T. Sykes
Ankur A. Sahu India Harit Talwar
Guy E. Saidenberg France Jeremy Taylor
Pablo J. Salame Megan M. Taylor
Julian Salisbury UK Thomas D. Teles
Luke A. Sarsfield III Pawan Tewari
Adam H. Savarese Ryan J. Thall
Susan J. Scher Ben W. Thorpe UK
Stephen M. Scherr Oliver Thym Germany
Clare R. Scherrer Joseph K. Todd
Joshua S. Schiffrin Klaus B. Toft Denmark
Jeffrey W. Schroeder Hiroyuki Tomokiyo Japan
Harvey M. Schwartz Thomas Tormey
Mark Schwartz Frederick Towfigh
David A. Schwimmer Kenro Tsutsumi Japan
Stephen B. Scobie UK Richard J. Tufft UK
John A. Sebastian Eiji Ueda Japan
Peter D. Selman UK Toshihiko Umetani Japan
Gaurav Seth India Mark A. Van Wyk
Kunal K. Shah UK Jonathan R. Vanica
Konstantin A. Shakhnovich Ashok Varadhan
Heather K. Shemilt Canada John J. Vaske
Michael S. Sherwood UK Christoph Vedral Germany
Michael H. Siegel Andrea Vella Italy
Richard L. Siewert, Jr. Philip J. Venables UK/USA
Suhail A. Sikhtian Rajesh Venkataramani
Jason E. Silvers Simone Verri Italy
Gavin Simms UK Matthew P. Verrochi
Michael L. Simpson Jeffrey L. Verschleiser
Kristin O. Smith Robin A. Vince UK/USA
Marshall Smith Alejandro Vollbrechthausen Mexico
Michael Smith Australia John E. Waldron

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Simon R. Watson UK Denise A. Wyllie UK
Toby C. Watson UK Yoshihiko Yano Japan
Martin M. Werner Mexico Shinichi Yokote Japan
Owen O. West W. Thomas York, Jr.
Ronnie A. Wexler Wassim G. Younan Lebanon/UK
Elisha Wiesel Xiaoyin Zhang China/Hong Kong
David D. Wildermuth Xing Zhang China
John S. Willian Han Song Zhu China
Andrew F. Wilson New Zealand Adam J. Zotkow
Steve Windsor UK
Andrew E. Wolff

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SC 13D/A 8th Page of 24 TOC 1st Previous Next ↓Bottom Just 8th
This Amendment No. 92 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. 92 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 November 9, 2016.

(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, 7,811,394 shares of Common Stock are subject to the
Transfer Restrictions as of November 9, 2016.

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, Gary D. Cohn and Harvey M.
Schwartz 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.

As of November 23, 2016, one or more Covered Persons are parties to sales plans
intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934,
as amended, pursuant to which such Covered Person(s) may in the future sell up
to 25,000 Covered Shares in the aggregate.

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ANNEX B

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

An aggregate of 6,511,114 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 November 9, 2016. 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 $)
-------------- ---------------- ---------------- ---------------

Vivek J. Bantwal October 19, 2016 2,280 175.2200
Jennifer A. Barbetta October 19, 2016 937 175.0592
Steven K. Barg October 19, 2016 500 173.5000
Denis P. Coleman III October 19, 2016 7,375 174.8102
David A. Fishman October 19, 2016 387 175.2200
David A. Fishman October 19, 2016 700 175.2100
Michael J. Graziano October 19, 2016 300 160.0000
Irfan S. Hussain October 19, 2016 1,443 174.3680
William L. Jacob III October 19, 2016 3,994 175.0218
Christopher Keogh October 19, 2016 200 174.7700
David B. Ludwig October 19, 2016 100 175.2200
Matthew B. McClure October 19, 2016 1,410 174.6594
Marc O. Nachmann* October 19, 2016 100 160.0000
Kate D. Richdale October 19, 2016 15,685 174.8968
Scott M. Rofey October 19, 2016 185 175.1700
Scott M. Rofey October 19, 2016 203 175.2000
Scott M. Rofey October 19, 2016 297 175.1900
Joshua S. Schiffrin October 19, 2016 5,400 175.2807
Jason E. Silvers October 19, 2016 718 175.2161
Michael Smith October 19, 2016 452 173.5000
Simone Verri October 19, 2016 3,927 174.7079
John E. Waldron October 19, 2016 5,000 174.9470
Toby C. Watson October 19, 2016 3,000 173.5017
David D. Wildermuth October 19, 2016 500 175.1880
Fadi Abuali* October 20, 2016 1,500 174.7027
Abby Joseph Cohen* October 20, 2016 500 174.6240
Anthony J. Miller October 20, 2016 8,784 174.7458
John J. Vaske October 20, 2016 2,000 174.8410
John E. Waldron October 20, 2016 3,600 174.7721
Gary W. Chropuvka October 21, 2016 646 174.0808
Francois-Xavier De Mallmann October 21, 2016 1,000 170.0000
Patrick J. Fels October 21, 2016 1,300 170.0000
Michael J. Graziano October 21, 2016 6,100 160.0000
John J. Kim October 21, 2016 4,000 170.0000
Luca M. Lombardi October 21, 2016 1,500 170.0000
Avinash Mehrotra October 21, 2016 2,500 170.0000
Marc O. Nachmann October 21, 2016 1,000 155.0000
Marc O. Nachmann* October 21, 2016 1,000 155.0000
Marc O. Nachmann* October 21, 2016 1,900 160.0000
Marc O. Nachmann* October 21, 2016 1,900 165.0000
Dmitri Potishko October 21, 2016 10,000 170.0000
Paul M. Russo* October 21, 2016 13,500 170.0000

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Price Per Share
Covered Person Trade Date Number of Shares (in $)
-------------- ---------------- ---------------- ---------------
Michael H. Siegel October 21, 2016 900 150.0000
Andrea Vella October 21, 2016 17,900 165.0000
Andrea Vella October 21, 2016 30,000 170.0000
Fadi Abuali* October 24, 2016 1,000 175.5000
Tracey E. Benford October 24, 2016 6,329 175.2591
Samuel S. Britton October 24, 2016 10,033 175.4677
Abby Joseph Cohen* October 24, 2016 1,000 175.2270
Alexander S. Golten October 24, 2016 200 175.1600
David B. Philip October 24, 2016 6,000 175.0138
Susan J. Scher October 24, 2016 4,000 175.5000
Harit Talwar October 24, 2016 2,926 174.8430
Ashok Varadhan October 24, 2016 23,000 175.5000
Denise A. Wyllie October 24, 2016 3,377 175.5000
Ronald Lee* October 25, 2016 944 174.8944
James H. Reynolds October 25, 2016 497 175.2000
Matthew T. Fremont-Smith October 26, 2016 1,207 177.1341
Matthew T. Fremont-Smith* October 26, 2016 737 177.1627
Brian J. Lee October 26, 2016 276 176.6300
Brian J. Lee October 26, 2016 478 176.6000
Brian J. Lee October 26, 2016 500 176.6400
Luca M. Lombardi October 26, 2016 1,000 176.0000
John E. Waldron October 26, 2016 8,500 175.0083
Isabelle Ealet October 27, 2016 1,000 177.0850
Isabelle Ealet October 27, 2016 1,000 178.0000
Jeffrey B. Goldenberg October 27, 2016 5,000 177.5329
Jeffrey B. Goldenberg October 27, 2016 5,000 178.5500
M. Huntley Garriott, Jr. October 28, 2016 555 177.3510
M. Huntley Garriott, Jr. October 28, 2016 1,410 177.3914
Ricardo Mora October 28, 2016 5,047 177.0500
Pablo J. Salame* October 28, 2016 10,000 177.3841
Pablo J. Salame* October 28, 2016 10,000 177.4233
David P. Eisman October 31, 2016 596 178.1433
David P. Eisman* October 31, 2016 1,160 178.0000
Alexander S. Golten October 31, 2016 200 178.2800
Toby C. Watson October 31, 2016 3,441 177.7137
Abby Joseph Cohen* November 1, 2016 1,000 178.5870
Christopher G. French November 1, 2016 961 178.9040
James H. Reynolds November 1, 2016 1,056 179.0000
George C. Lee November 2, 2016 4,934 177.0700
Luca M. Lombardi November 2, 2016 2,000 177.0000
David M. Marcinek November 2, 2016 850 176.8276
Sheila H. Patel November 3, 2016 845 176.8807
Pablo J. Salame* November 3, 2016 10,000 177.4149
Kenro Tsutsumi November 4, 2016 3,445 176.3500
John J. Vaske November 4, 2016 1,500 177.1847
Rajesh Venkataramani November 4, 2016 200 177.2000
Fadi Abuali* November 7, 2016 500 179.0800
Armen A. Avanessians* November 7, 2016 15,691 181.0825
Alan M. Cohen November 7, 2016 5,000 181.1881
Jonathan H. Fine November 7, 2016 1,380 181.0000
Charles P. Himmelberg November 7, 2016 427 180.8230
Dane E. Holmes November 7, 2016 200 180.8500
Dane E. Holmes November 7, 2016 203 180.8400

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Price Per Share
Covered Person Trade Date Number of Shares (in $)
-------------- ---------------- ---------------- ---------------
Dane E. Holmes November 7, 2016 460 180.8300
Dane E. Holmes November 7, 2016 558 180.8800
Brian J. Lee* November 7, 2016 3,740 180.0188
Dirk L. Lievens November 7, 2016 1,500 180.2016
Dirk L. Lievens November 7, 2016 2,000 180.2595
Peter J. Lyon November 7, 2016 6,921 180.0000
John V. Mallory November 7, 2016 2,800 181.0234
Christina P. Minnis November 7, 2016 9,758 180.7312
Peter C. Oppenheimer November 7, 2016 528 180.0000
David B. Philip November 7, 2016 5,413 180.0688
Luke A. Sarsfield III November 7, 2016 1,361 180.8896
Sarah E. Smith* November 7, 2016 2,664 180.0000
Michael L. Simpson November 7, 2016 1,666 180.9433
John J. Vaske November 7, 2016 1,000 180.8770
Robin A. Vince November 7, 2016 1,160 180.7099
Robin A. Vince November 7, 2016 1,840 180.7817
Robin A. Vince* November 7, 2016 1,000 180.8700
Andrew E. Wolff November 7, 2016 1,500 179.5000
Andrew E. Wolff November 7, 2016 1,500 181.0000
Fadi Abuali* November 8, 2016 500 181.0130
Thomas M. Dowling November 8, 2016 3,591 180.2200
Thomas M. Dowling* November 8, 2016 4,712 180.2200
Sheara J. Fredman November 8, 2016 841 180.4283
James R. Garman November 8, 2016 3,102 180.2200
Scott L. Lebovitz November 8, 2016 500 182.2620
Gwen R. Libstag* November 8, 2016 2,900 181.0000
Michelle H. Pinggera November 8, 2016 1,000 181.9418
Michael Smith November 8, 2016 300 180.2200
Andrew E. Wolff November 8, 2016 1,000 182.2960
Paul R. Aaron November 9, 2016 1,345 188.2468
Charles F. Adams* November 9, 2016 192 188.7952
Torrey J. Browder November 9, 2016 303 192.5000
Torrey J. Browder November 9, 2016 973 192.4600
Kent A. Clark November 9, 2016 3,569 192.4584
Abby Joseph Cohen November 9, 2016 1,000 187.7187
Abby Joseph Cohen November 9, 2016 1,000 191.3400
Abby Joseph Cohen* November 9, 2016 1,000 186.2000
Alan M. Cohen November 9, 2016 5,000 189.7526
Thomas G. Connolly November 9, 2016 5,854 191.0010
Justin F. Gmelich* November 9, 2016 30,000 185.7817
Alexander S. Golten November 9, 2016 200 187.5700
Matthias Hieber November 9, 2016 500 187.2960
Matthias Hieber November 9, 2016 715 188.0898
Martin Hintze November 9, 2016 338 188.1011
Martin Hintze November 9, 2016 1,347 188.1796
Kenneth L. Hirsch* November 9, 2016 2,000 192.5370
Simon N. Holden November 9, 2016 2,000 192.7840
Adrian M. Jones November 9, 2016 2,595 192.8102
Michael E. Koester November 9, 2016 4,000 192.9832
Deborah R. Leone November 9, 2016 1,828 192.7295
Gwen R. Libstag* November 9, 2016 1,350 185.0000
Gwen R. Libstag* November 9, 2016 1,350 190.0000
Dirk L. Lievens November 9, 2016 832 192.8512

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Price Per Share
Covered Person Trade Date Number of Shares (in $)
-------------- ---------------- ---------------- ---------------
Luca M. Lombardi November 9, 2016 1,000 187.0000
David M. Marcinek November 9, 2016 800 186.3050
John J. McGuire, Jr. November 9, 2016 52 185.2600
John J. McGuire, Jr.* November 9, 2016 41 186.0900
John J. McGuire, Jr.* November 9, 2016 42 185.9800
Simon P. Morris November 9, 2016 4,466 191.3063
Jernej Omahen November 9, 2016 500 186.7800
Jernej Omahen November 9, 2016 1,000 186.3510
Jernej Omahen November 9, 2016 3,329 185.0128
Michelle H. Pinggera November 9, 2016 1,000 185.0000
Kenneth A. Pontarelli November 9, 2016 5,000 192.2335
Pablo J. Salame November 9, 2016 5,000 187.5296
Clare R. Scherrer November 9, 2016 10,000 192.6068
Marshall Smith November 9, 2016 1,000 188.5700
John J. Vaske November 9, 2016 500 186.7460
Robin A. Vince November 9, 2016 2,000 187.0000
Elisha Wiesel November 9, 2016 1,050 192.3262
Andrew E. Wolff November 9, 2016 3,000 188.1089
Andrew E. Wolff November 9, 2016 3,000 191.8980

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

The following charitable contributions and other transfers of shares in
transactions for which no consideration was received were made by the following
Covered Person:

Acquisition or
Covered Person Transfer Date Number of Shares Disposition
-------------- ---------------- ---------------- --------------
Gregory P. Lee October 19, 2016 58 Disposition
Anthony H. Carpet October 21, 2016 1,440 Disposition
George C. Lee October 24, 2016 1,428 Disposition
Gary D. Cohn October 25, 2016 2,853 Disposition
Gary D. Cohn October 25, 2016 5,705 Disposition
Gregory P. Lee October 25, 2016 87 Disposition
David M. Marcinek November 7, 2016 555 Disposition
Charles P. Himmelberg November 9, 2016 585 Disposition

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

William L. Jacob III October 19, 2016 1,660 78.78 1,262 174.8378 398
Christopher Milner October 19, 2016 5,500 78.78 3,916 174.8378 1,188
Shinichi Yokote October 19, 2016 4,314 78.78 3,047 174.8378 1,267
Shinichi Yokote October 19, 2016 9,686 78.78 6,840 174.8378 2,846
Dean C. Backer October 20, 2016 12,500 78.78 9,471 174.6995 3,029
Christopher Milner October 20, 2016 5,500 78.78 3,901 174.6995 1,199
Heather K. Shemilt October 20, 2016 10,000 78.78 7,577 174.6995 2,423
Christoph W. Stanger October 20, 2016 3,000 78.78 2,128 174.6995 872
Steve Windsor October 20, 2016 35,726 78.78 25,340 174.6995 8,714
Christopher Milner October 21, 2016 5,500 78.78 3,901 174.1520 1,199
Christoph W. Stanger October 24, 2016 1,000 78.78 710 175.2076 290
Christopher Milner October 25, 2016 5,500 78.78 3,897 175.4631 1,202
Christoph W. Stanger October 25, 2016 1,030 78.78 730 175.4631 300
John W. McMahon October 26, 2016 15,000 78.78 10,996 176.2248 4,004
Christopher Milner October 26, 2016 5,500 78.78 3,894 176.2248 1,205
Christopher Milner October 27, 2016 5,454 78.78 3,850 177.5955 1,203
Gene T. Sykes October 27, 2016 10,000 78.78 7,342 177.5955 2,658
John E. Waldron October 27, 2016 16,320 78.78 12,232 177.5955 4,088
Richard N. Ramsden October 31, 2016 11,800 78.78 8,197 178.0372 3,603
Anthony H. Carpet November 1, 2016 5,638 78.78 4,249 178.2759 1,389
John S. Willian November 1, 2016 10,000 78.78 7,298 178.2759 2,702
Carl Faker November 2, 2016 30,486 78.78 21,478 176.8203 9,008
Gene T. Sykes November 2, 2016 10,000 78.78 7,330 176.8203 2,670
John S. Willian November 3, 2016 10,000 78.78 7,318 176.9920 2,682
Jeffrey B. Goldenberg November 4, 2016 10,062 78.78 7,368 176.2909 2,694

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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 7,900 170 January 20, 2017
Gregory A. Agran Call Written 12,500 180 April 21, 2017
Armen A. Avanessians* Call Written 15,000 185 January 20, 2017
Vivek Bohra Call Written 4,600 175 January 20, 2017
Michael J. Carr Call Written 7,700 180 January 20, 2017
James V. Covello Call Written 3,400 165 January 20, 2017
John S. Daly Call Written 3,000 165 January 20, 2017
Francois-Xavier De Mallmann Call Written 600 180 January 20, 2017
Francois-Xavier De Mallmann Call Written 1,000 190 January 20, 2017
Francois-Xavier De Mallmann Call Written 1,000 195 January 20, 2017
Francois-Xavier De Mallmann Call Written 1,000 175 January 20, 2017
Francois-Xavier De Mallmann Call Written 2,500 200 January 20, 2017
Daniel L. Dees Call Written 23,400 160 January 20, 2017
Mark F. Dehnert Call Written 34,200 220 January 20, 2017
Kathleen G. Elsesser Call Written 7,100 185 January 20, 2017
Kathleen G. Elsesser Call Written 7,100 180 January 20, 2017
Jeffrey M. Gido Call Written 700 180 January 20, 2017
Michelle Gill* Call Written 800 195 January 20, 2017
Michelle Gill Call Written 14,700 195 January 20, 2017
Cyril J. Goddeeris Call Written 3,600 190 January 20, 2017
Peter Gross Call Written 9,200 180 January 20, 2017
Todd Hohman Call Written 10,000 185 January 20, 2017
Todd Hohman Call Written 11,000 180 January 20, 2017
Ming Yunn Stephanie Hui* Call Written 10,000 175 January 20, 2017
Ming Yunn Stephanie Hui* Call Written 15,000 190 April 21, 2017
John J. Kim Call Written 2,000 190 January 20, 2017
John J. Kim Call Written 4,000 185 January 20, 2017
David J. Kostin Call Written 4,200 165 January 20, 2017
Scott L. Lebovitz Call Written 100 180 January 20, 2017
Scott L. Lebovitz Call Written 500 195 January 20, 2017
Scott L. Lebovitz Call Written 1,500 185 January 20, 2017
Ronald Lee Call Written 2,700 195 January 20, 2017
John J. McGuire, Jr.* Call Written 1,600 175 January 20, 2017
John J. McGuire, Jr. Call Written 2,000 175 January 20, 2017
Avinash Mehrotra Call Written 2,500 175 January 20, 2017
Avinash Mehrotra Call Written 2,500 170 January 20, 2017
Avinash Mehrotra Call Written 3,000 195 April 21, 2017
Marc O. Nachmann Call Written 8,000 155 January 20, 2017
Peter C. Oppenheimer Call Written 200 175 January 20, 2017
Kenneth A. Pontarelli Call Written 5,000 170 January 20, 2017
Andrew K. Rennie Call Written 11,100 170 January 20, 2017
Michael Rimland Call Written 10,000 185 January 20, 2017
Guy E. Saidenberg Call Written 5,700 180 January 20, 2017

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Strike
Instrument and Number of Price
Covered Person Position Shares (in $) Maturity Date
-------------- -------------- --------- ------ ----------------
Guy E. Saidenberg Call Written 13,900 175 January 20, 2017
Julian Salisbury Call Written 9,700 180 January 20, 2017
Stephen M. Scherr Call Written 16,000 175 January 20, 2017
Umesh Subramanian Call Written 1,100 185 January 20, 2017
Andrea Vella Call Written 20,300 195 January 20, 2017
Andrea Vella Call Written 50,000 190 January 20, 2017
Alejandro Vollbrechthausen Call Written 8,400 185 January 20, 2017
Alejandro Vollbrechthausen Call Written 8,500 190 January 20, 2017
Simon R. Watson Call Written 1,300 180 January 20, 2017

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

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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: November 23, 2016

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

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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

	4/21/17	21
	1/20/17	21	22
Filed on:	11/23/16	14	23	424B2, FWP
	11/9/16	1	21	4, 424B2
	2/9/16	13	24	4, 424B2, SC 13D/A, SC 13G, SC 13G/A
	1/15/15	8	24	424B2
	12/31/14	13	24	10-K, 11-K, 13F-HR, 424B2
	1/8/03	13	24	424B2, SC 13D/A
	8/2/00	13	24	424B4, SC 13D/A
	6/30/00	13	24	13F-HR, 13F-HR/A, 4, 424B3, SC 13D/A
	6/21/00	13	24	SC 13D/A
	6/19/00	11	24	424B3
	12/17/99	13	24	SC 13D/A
	12/10/99	11	24	4, SC 13G/A
	5/7/99	8		3
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Filing Submission 0001193125-16-776583 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Goldman Sachs Group Inc, et al. – ‘SC 13D/A’ on 11/23/16 re: Goldman Sachs Group Inc

On: Wednesday, 11/23/16, at 5:02pm ET · Accession #: 1193125-16-776583 · File #: 5-56295

Previous ‘SC 13D’: ‘SC 13D/A’ on 11/21/16 · Next: ‘SC 13D/A’ on 2/8/17 · 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