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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/26/21 Goldman Sachs Group Inc. 8-K:3,5,9 4/26/21 14:388K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 46K 2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 50K 3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 15K 4: EX-5.1 Opinion of Counsel re: Legality HTML 14K 10: R1 Document and Entity Information HTML 80K 12: XML IDEA XML File -- Filing Summary XML 13K 9: XML XBRL Instance -- d151616d8k_htm XML 47K 11: EXCEL IDEA Workbook of Financial Reports XLSX 7K 6: EX-101.DEF XBRL Definitions -- gs-20210426_def XML 53K 7: EX-101.LAB XBRL Labels -- gs-20210426_lab XML 92K 8: EX-101.PRE XBRL Presentations -- gs-20210426_pre XML 56K 5: EX-101.SCH XBRL Schema -- gs-20210426 XSD 23K 13: JSON XBRL Instance as JSON Data -- MetaLinks 17± 29K 14: ZIP XBRL Zipped Folder -- 0001193125-21-131584-xbrl Zip 31K
| 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
The Goldman Sachs Group, Inc.
(Exact name of registrant as specified in its charter)
| i Delaware | No. i 001-14965 | No. i 13-4019460 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| i 200 West Street, i New York, N.Y. | i 10282 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: i (212) i 902-1000
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol |
Exchange on which registered | ||
|
| ||||
| i Common stock, par value $.01 per share | i GS | i NYSE | ||
| i Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series A | i GS PrA | i NYSE | ||
| i Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series C | i GS PrC | i NYSE | ||
| i Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series D | i GS PrD | i NYSE | ||
| Depositary Shares, Each Representing 1/1,000th Interest in a Share of 5.50% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series J | i GS PrJ | i NYSE | ||
| Depositary Shares, Each Representing 1/1,000th Interest in a Share of 6.375% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series K | i GS PrK | i NYSE | ||
| i Depositary Shares, Each Representing 1/1,000th Interest in a Share of 6.30% Non-Cumulative Preferred Stock, Series N | i GS PrN | i NYSE | ||
| 5.793% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital II | i GS/43PE | i NYSE | ||
| i Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital III | i GS/43PF | i NYSE | ||
| i Medium-Term Notes, Series E, Callable Fixed Rate Notes due 2021 of GS Finance Corp. | i GS/21F | i NYSE | ||
| i Medium-Term Notes, Series E, Index-Linked Notes due 2028 of GS Finance Corp. | i FRLG | i NYSE Arca | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.03 Material Modification to Rights of Security Holders.
Upon issuance of the Series T Preferred Stock (as defined in Item 5.03 below), the ability of The Goldman Sachs Group, Inc. (the “Registrant”) to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock will be subject to certain restrictions in the event that the Registrant fails to pay dividends on its Series T Preferred Stock. These restrictions are set forth in the Certificate of Designations establishing the terms of the Series T Preferred Stock, a copy of which is listed as Exhibit 3.1 to this Report on Form 8-K and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 22, 2021, the Registrant filed a Certificate of Designations to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware setting forth the terms of its 3.80% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series T, liquidation preference $25,000 per share (the “Series T Preferred Stock”). A copy of the Certificate of Designations relating to the Series T Preferred Stock is listed as Exhibit 3.1 to this Report on Form 8-K and is incorporated herein by reference.
Additional exhibits are filed herewith in connection with the offering, issuance and sale of depositary shares representing interests in the Registrant’s Series T Preferred Stock under the Registrant’s Registration Statement on Form S-3 (File No. 333-253421).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed as part of this Report on Form 8-K:
| 3.1 and 4.1 | Certificate of Designations of the Registrant relating to the Series T Preferred Stock. | |
| 4.2 | Form of certificate representing the Series T Preferred Stock. | |
| 5.1 | Opinion of Sullivan & Cromwell LLP relating to the depositary shares representing interests in the Registrant’s Series T Preferred Stock. | |
| 23.1 | Consent of Sullivan & Cromwell LLP (included as part of Exhibit 5.1). | |
| 101 | Pursuant to Rule 406 of Regulation S-T, the cover page information is formatted in iXBRL (Inline eXtensible Business Reporting Language). | |
| 104 | Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE GOLDMAN SACHS GROUP, INC. (Registrant) |
||||||||
| Date: April 26, 2021 | By: | /s/ Matthew E. Tropp |
||||||
| Name: Matthew E. Tropp Title: Assistant Secretary |
||||||||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 4/26/21 | 4, 424B2, FWP | ||
| 4/22/21 | 424B2, 8-K, FWP | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/16/21 Goldman Sachs Group Inc. S-8 12/16/21 4:72K Donnelley … Solutions/FA 11/09/21 Goldman Sachs Group Inc. 424B3 1:2.1M Donnelley … Solutions/FA 11/09/21 GreenSky, Inc. DEFM14A 1:3.3M Donnelley … Solutions/FA 11/05/21 Goldman Sachs Group Inc. S-4/A 7:3.3M Donnelley … Solutions/FA 10/21/21 Goldman Sachs Group Inc. S-4 11:3.3M Donnelley … Solutions/FA 5/04/21 Goldman Sachs Group Inc. 10-Q 3/31/21 211:47M Donnelley … Solutions/FA |