GOLDMAN SACHS GROUP INC SC 13D/A Filing Concerning GS on 2015-04-17

Theoretical performance if you bought this security on the day the filing was released.
Perf 1d	Perf 5d	Perf 1m	Perf 6m	Perf 1y	Max Gain	# Days to Max Gain	Max Loss	# Days to Max Loss
0.5418	-0.1013	8.256	-4.6838	-14.2611	10.9328	40	-28.0469	201

Reporting Persons

Name	Aggregate Amount Owned	Percent of class
Each of the persons identified on	34,047,263	7.69%
Not found	0
Not found	0
Not found	0
Not found	0
Not found	0
Not found	0
Not found	0
Not found	0
Not found	0
restates in its entirety such Schedule 13D (as so amended and restated, this	0

View Original Filing on Edgar's

Raw Filing Contents

0001193125-15-153313.txt : 20150428
0001193125-15-153313.hdr.sgml : 20150428
20150428172634
ACCESSION NUMBER: 0001193125-15-153313
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20150428
DATE AS OF CHANGE: 20150428
GROUP MEMBERS: GROUP MEMBERS LISTED IN FILING

SUBJECT COMPANY:

COMPANY DATA:
COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC
CENTRAL INDEX KEY: 0000886982
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
IRS NUMBER: 134019460
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231

FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-56295
FILM NUMBER: 15799771

BUSINESS ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
BUSINESS PHONE: 2129021000

MAIL ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282

FORMER COMPANY:
FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/
DATE OF NAME CHANGE: 20010104

FILED BY:

FILING VALUES:
FORM TYPE: SC 13D/A

BUSINESS ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
BUSINESS PHONE: 2129021000

MAIL ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282

FORMER COMPANY:
FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/
DATE OF NAME CHANGE: 20010104

SC 13D/A
1
d916479dsc13da.txt
AMENDMENT NO.88 TO SCHEDULE 13D

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

File No. 005-56295

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

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

Amendment No. 88

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
Beverly L. O'Toole
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)

April 17, 2015
(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)

CUSIP NO. 38141G 10 4 13D

------------------------------------------------------------------------------------------------------
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 20,408,012 Voting Shares/2/ held by Covered Persons
BENEFICIALLY 9,983 Shared Ownership Shares held by Covered Persons/3/
OWNED BY 10,787,417 Sixty Day Shares held by Covered Persons/4/
EACH 2,841,851 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 34,047,263
------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [_]
SHARES
------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.69%
------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: IN as to Covered Persons; CO as to
Reporting Entities/1/ that are corporations; OO as to Reporting
Entities that are trusts
------------------------------------------------------------------------------------------------------

--------
/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 D 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) 259,288 shares of Common Stock held by 16
private charitable foundations established by 16 Covered Persons; (ii)
2,579,206 shares of Common Stock held by certain family members of Covered
Persons and by certain estate planning entities established by Covered
Persons; and (iii) 3,357 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.

-2-

Appendix A

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 Philippe L. Camu Belgium
Fadi Abuali Canada/Kuwait Tavis Cannell UK/Ireland
Charles F. Adams Thomas J. Carella
Nick S. Advani UK Valentino D. Carlotti
Mark E. Agne Anthony H. Carpet
Gregory A. Agran Michael J. Carr
Raanan A. Agus Stuart A. Cash UK
William D. Anderson, Jr. Donald J. Casturo
Dalinc Ariburnu UK/Turkey Sonjoy Chatterjee India
Philip S. Armstrong UK R. Martin Chavez
Aaron M. Arth Alex S. Chi
Armen A. Avanessians David Chou UK
Dean C. Backer Gary W. Chropuvka
Charles Baillie Thalia Chryssikou Greece
Vivek J. Bantwal Kent A. Clark Canada
Jennifer A. Barbetta Abby Joseph Cohen
Steven K. Barg Alan M. Cohen
Thomas J. Barrett III Darren W. Cohen
Steven M. Barry Stephanie E. Cohen
Stacy Bash-Polley Gary D. Cohn
Gareth W. Bater UK Christopher A. Cole
Gerard M. Beatty Colin Coleman South Africa
Jonathan A. Beinner Denis P. Coleman III
Heather Bellini William J. Conley, Jr.
Tracey E. Benford Kathleen A. Connolly
Philip R. Berlinski Belgium/USA Thomas G. Connolly Ireland/USA
Frances R. Bermanzohn Karen R. Cook UK
Stuart N. Bernstein Edith W. Cooper
Robert A. Berry UK Kenneth W. Coquillette
Avanish R. Bhavsar Richard N. Cormack UK
Lloyd C. Blankfein Thomas W. Cornacchia
Vivek Bohra E. Gerald Corrigan
Stefan R. Bollinger Switzerland James V. Covello
Brian W. Bolster Jeffrey R. Currie
Shane M. Bolton UK Michael D. Daffey Australia
Johannes M. Boomaars The Netherlands John F. Daly
Robert D. Boroujerdi John S. Daly Ireland
Jill A. Borst Anne Marie B. Darling
William C. Bousquette, Jr. David H. Dase
Sally A. Boyle UK Francois-Xavier de Mallmann France/Switzerland
Michael J. Brandmeyer Daniel L. Dees
Jason H. Brauth Mark F. Dehnert
Clarence K. Brenan James Del Favero Australia
Anne F. Brennan Massimo Della Ragione Italy
Samuel S. Britton Sara V. Devereux
Craig W. Broderick Olaf Diaz-Pintado Spain
Torrey J. Browder Alexander C. Dibelius Germany
Steven M. Bunson Joseph P. DiSabato
Richard M. Campbell-Breeden UK Michele I. Docharty

-3-

Thomas M. Dowling Richard J. Gnodde Ireland/South
Robert Drake-Brockman UK Africa
Iain N. Drayton UK Cyril J. Goddeeris Canada
Donald J. Duet Jeffrey B. Goldenberg
Alessandro Dusi Italy Alexander S. Golten UK
Gordon E. Dyal Andrew M. Gordon
Isabelle Ealet France Jason A. Gottlieb
Kenneth M. Eberts III Michael J. Graziano
David P. Eisman Bradley J. Gross UK/USA
Charalampos Eliades Greece Peter Gross
Kathleen G. Elsesser Celeste A. Guth
Edward A. Emerson Argentina/UK Anthony Gutman UK/USA
James P. Esposito Elizabeth M. Hammack
Michael P. Esposito Joanne Hannaford UK
Antonio F. Esteves Portugal Julie A. Harris
Carl Faker France/Lebanon Jan Hatzius Germany
Elizabeth C. Fascitelli Michael L. Hensch
Douglas L. Feagin Edouard Hervey France
Stephan J. Feldgoise Matthias Hieber Austria
Patrick J. Fels Charles P. Himmelberg
Benjamin W. Ferguson Martin Hintze Germany
Carlos Fernandez-Aller Spain Kenneth L. Hirsch
Jonathan H. Fine UK/USA Kenneth W. Hitchner
Wolfgang Fink Germany Todd Hohman
Samuel W. Finkelstein Simon N. Holden UK
Peter E. Finn Dane E. Holmes
David A. Fishman Ning Hong China
Elisabeth Fontenelli Sean C. Hoover
Colleen A. Foster Ericka T. Horan
Sheara J. Fredman Shin Horie Japan
Matthew T. Fremont-Smith Russell W. Horwitz
Christopher G. French UK James P. Houghton UK
David A. Friedland Ronald Hua Taiwan/USA
Richard A. Friedman Paul J. Huchro
Johannes P. Fritze Germany/USA Pierre Hudry France
Dino Fusco Ming Yunn Stephanie Hui UK/Hong Kong
Jacques Gabillon France Irfan S. Hussain Pakistan
Sean J. Gallagher Hidehiro Imatsu Japan
Gonzalo R. Garcia Chile Timothy J. Ingrassia
James R. Garman UK William L. Jacob III
Micheal H. Garriott Christian W. Johnston Australia
Francesco U. Garzarelli Italy Andrew J. Jonas
Matthew R. Gibson Adrian M. Jones Ireland
Jeffrey M. Gido Eric S. Jordan
Gary T. Giglio Roy R. Joseph Guyana
Michelle Gill Pierre-Emmanuel Y. Juillard France
Nick V. Giovanni Andrew J. Kaiser
John L. Glover III Etsuko Kanayama Japan
Justin G. Gmelich Vijay M. Karnani India

-4-

Alan S. Kava Raghav Maliah India
Kevin G. Kelly Matthew F. Mallgrave
Christopher Keogh John V. Mallory
Tammy A. Kiely Richard M. Manley UK
John J. Kim David M. Marcinek
Robert C. King, Jr. Michael C. J. Marsh UK
Hideki Kinuhata Japan Alison J. Mass
Shigeki Kiritani Japan Robert A. Mass
Marie Louise Kirk Denmark Kathy M. Matsui
Maxim B. Klimov Ukraine Joseph S. Mauro
Edward C. Knight UK Alastair J.C. Maxwell UK
Michael E. Koester John J. McCabe
J. Christopher A. Kojima Canada/USA Matthew B. McClure UK
Adam M. Korn Dermot W. McDonogh Ireland
David J. Kostin Charles M. McGarraugh
Jorg H. Kukies Germany John J. McGuire, Jr.
Meena K. Lakdawala John W. McMahon
Eric S. Lane James A. McNamara
Andre Laport Ribeiro Brazil Richard P. McNeil Jamaica
Nyron Z. Latif Sanjeev K. Mehra
Hugh J. Lawson Avinash Mehrotra
Scott L. Lebovitz Ali S. Melli Saint Kitts and
Brian J. Lee Nevis
George C. Lee Jonathan M. Meltzer
Gregory P. Lee Bruce H. Mendelsohn
Ronald Lee Xavier C. Menguy France
David A. Lehman Anthony J. Miller Australia
Tim Leissner Brazil/Germany David D. Miller
Todd W. Leland Milton R. Millman III
Laurent Lellouche France Christopher Milner UK
Gregg R. Lemkau Christina P. Minnis
Deborah R. Leone Kayhan Mirza Canada
Eugene H. Leouzon France Peeyush Misra India
John R. Levene UK Bryan P. Mix
Brian T. Levine Masanori Mochida Japan
Jack Levy Timothy H. Moe Ireland
Gwen R. Libstag Philip J. Moffitt Australia
Dirk L. Lievens Belgium Atosa Moini Iran
Ryan D. Limaye Joseph Montesano
Luca M. Lombardi Italy Ricardo Mora
Victor M. Lopez-Balboa J. Ronald Morgan III
Kyriacos Loupis Cyprus/USA Simon P. Morris UK
David B. Ludwig Thomas C. Morrow
Peter J. Lyon Sharmin Mossavar-Rahmani UK
Paula B. Madoff Eric D. Muller
John G. Madsen Takashi Murata Japan
Raja Mahajan Alice Jane Murphy
John A. Mahoney Marc O. Nachmann
Puneet Malhi UK Ezra Nahum France/USA

-5-

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

Amol S. Naik India/USA Lora J. Robertson
Manikandan Natarajan India Elizabeth E. Robinson
Jyothsna Natauri Scott M. Rofey
Una M. Neary John F. W. Rogers
Jeffrey P. Nedelman Scott A. Romanoff
Gavin G. O'Connor Johannes Rombouts The Netherlands
Fergal J. O'Driscoll Ireland Michael E. Ronen Germany/Israel
Gregory G. Olafson Canada Simon A. Rothery Australia
Brett A. Olsher UK/USA Jami Rubin
Jernej Omahen Slovenia Peter C. Russell
Timothy J. O'Neill Paul M. Russo
Lisa Opoku Colin J. Ryan Ireland
Peter C. Oppenheimer UK Ankur A. Sahu India
Gerald B. Ouderkirk III Guy E. Saidenberg France
Craig W. Packer Pablo J. Salame Ecuador
Gregory K. Palm Julian Salisbury UK
Konstantinos N. Pantazopoulos Greece Yann Samuelides France
James R. Paradise UK Luke A. Sarsfield III
Paul Gray Parker Susan J. Scher
Francesco Pascuzzi Italy Stephen M. Scherr
Anthony W. Pasquariello Clare R. Scherrer
Sheila H. Patel Joshua S. Schiffrin
Nirubhan Pathmanabhan UK Jeffrey W. Schroeder
Jonathan Mark Penkin UK/South Africa Carsten Schwarting Germany
David B. Philip Harvey M. Schwartz
Nicholas W. Phillips UK Mark Schwartz
Richard Phillips Australia David A. Schwimmer
Stephen R. Pierce Stephen B. Scobie UK
Hugh R. Pill UK John A. Sebastian
Michelle H. Pinggera UK Peter A. Seccia
Kenneth A. Pontarelli Peter D. Selman UK
Ellen R. Porges Gaurav Seth India
Dmitri Potishko Australia Rebecca M. Shaghalian
Dina Powell Kunal K. Shah UK
Gilberto Pozzi Italy Konstantin A. Shakhnovich
Robert Pulford UK Heather K. Shemilt Canada
Lorin P. Radtke Michael S. Sherwood UK
John J. Rafter Ireland Michael H. Siegel
Sumit Rajpal Richard L. Siewert, Jr.
Richard N. Ramsden UK Suhail A. Sikhtian
Sara E. Recktenwald Jason E. Silvers
Andrew K. Rennie Australia/UK Gavin Simms UK
James H. Reynolds France Michael L. Simpson
Sean D. Rice Kristin O. Smith
Kate D. Richdale UK Marshall Smith
Michael J. Richman Michael Smith Australia
Francois J. Rigou France Sarah E. Smith UK
Stuart Riley UK David M. Solomon
Michael Rimland Mark R. Sorrell UK

-6-

Theodore T. Sotir Philip J. Venables UK/USA
Christoph W. Stanger Austria Rajesh Venkataramani
Esta E. Stecher Simone Verri Italy
Laurence Stein South Matthew P. Verrochi
Africa/USA
Kevin M. Sterling Jeffrey L. Verschleiser
John D. Storey Australia Robin A. Vince UK/USA
Patrick M. Street UK Andrea A. Vittorelli Italy
Steven H. Strongin Alejandro Vollbrechthausen Mexico
Joseph Struzziery III John E. Waldron
Umesh Subramanian India Paul Walker
Ram K. Sundaram India Alasdair J. Warren UK
Damian E. Sutcliffe UK Simon R. Watson UK
Robert J. Sweeney Toby C. Watson UK
Michael S. Swell John S. Weinberg
Michael J. Swenson Martin M. Werner Mexico
Joseph D. Swift Owen O. West
Gene T. Sykes Matthew Westerman UK
Megan M. Taylor Ronnie A. Wexler
Teresa Teague Elisha Wiesel
Thomas D. Teles David D. Wildermuth
Pawan Tewari John S. Willian
Ryan J. Thall Andrew F. Wilson New Zealand
Ben W. Thorpe UK Steve Windsor UK
Oliver Thym Germany Martin Wiwen-Nilsson Sweden
Joseph K. Todd Andrew E. Wolff
Klaus B. Toft Denmark Kent J. Wosepka
Hiroyuki Tomokiyo Japan Denise A. Wyllie UK
Thomas Tormey Yoshihiko Yano Japan
Frederick Towfigh Shinichi Yokote Japan
Donald J. Truesdale W. Thomas York, Jr.
Kenro Tsutsumi Japan Wassim G. Younan Lebanon/UK
Richard J. Tufft UK Paul M. Young
Eiji Ueda Japan Paolo Zannoni Italy
Toshihiko Umetani Japan Xiaoyin Zhang China/Hong Kong
Mark A. Van Wyk Xing Zhang China
Jonathan R. Vanica Han Song Zhu China
Ashok Varadhan Adam J. Zotkow
John J. Vaske
Christoph Vedral Germany
Andrea Vella Italy

-7-

Reporting Entities

ITEM 1 ITEM 6 Name of Establishing
Name of Entity Type of Entity Place of Organization Covered Person
------------------------------------- -------------- --------------------- -----------------------------

Campbell-Breeden 2004 Settlement Trust UK Richard M. Campbell-Breeden
Drayton 2004 Settlement Trust UK Karen R. Cook
French 2004 Settlement Trust UK Christopher G. French
RJG Holding Company Corporation Cayman Islands Richard J. Gnodde
Sherwood 2004 Settlement Trust UK Michael S. Sherwood
Westerman 2004 Settlement Trust UK Matthew Westerman

-8-

This Amendment No. 88 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. 88 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.

Each entity listed on Appendix A under "Reporting Entities" (each a
"Reporting Entity") is a trust or corporation created by or for a Covered
Person for estate planning purposes. Each Reporting Entity is controlled by a
Covered Person. The name, citizenship, business address and present principal
occupation or employment of each of the directors and executive officers of
each Reporting Entity that is a corporation (other than the Covered Person that
established the Reporting Entity) are set forth in Annex A hereto. The business
address of each Reporting Entity for purposes of this Schedule is: (i) in the
case of entities organized under the laws of the United Kingdom, 26 New Street,
St. Helier, Jersey, JE2 3RA; and (ii) in the case of entities organized in the
Cayman Islands, P.O. Box 309, Ugland House, South Church Street, George Town,
Grand Cayman, Cayman Islands.

(d), (e) Except as described in Annex A or Annex B, during the last
five years no Covered Person and, to the best knowledge of the Covered Persons,
no executive officer or director of a Reporting Entity, 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 or executive officer or
director 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.
The Reporting Entities have acquired and may in the future acquire beneficial
ownership of shares of Common Stock as contributions or gifts made by Covered
Persons.

-9-

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. The
Reporting Entities acquired shares of Common Stock as contributions or gifts
made by Covered Persons.

Covered Persons may from time to time acquire shares of Common Stock
for investment purposes. Except as described herein and in Annex C and except
for the acquisition by Covered Persons or their Reporting Entities of Common
Stock 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 their Reporting Entities 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 or Reporting Entity 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 D, 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 and Reporting Entity: 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 E or previously reported on Schedule
13D, no Covered Person or Reporting Entity has effected any transactions in
Common Stock in the 60 days preceding April 17, 2015.

(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

-10-

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 the Reporting Entities and
other 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 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 a Reporting Entity or certain other 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, 8,130,004 shares of Common Stock are subject to the
Transfer Restrictions as of April 17, 2015.

-11-

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 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.

-12-

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 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 F.

-13-

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 X to Amendment
No. 14 to the Initial Schedule 13D, filed March 29, 2001 (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)).

-14-

ANNEX A

INFORMATION REQUIRED AS TO EXECUTIVE OFFICERS AND DIRECTORS OF CORPORATE
REPORTING ENTITIES.

Convictions or Beneficial
Violations of Ownership of the
Federal or State Common Stock of
Present Laws within the The Goldman
Name Citizenship Business Address Employment Last Five Years Sachs Group, Inc.
---- ----------- -------------------- ------------------ ---------------- -----------------

Steven M. USA 200 West Street Managing Director, None Less than 1% of
Bunson New York, NY The Goldman the outstanding
10282 Sachs Group, Inc. shares of Common
Stock.

Michael H. UK 26 New Street, Partner, None None
Richardson St. Helier, Jersey, Bedell Cristin
JE4 3RA

Anthony J. UK 26 New Street, Partner, None None
Dessain St. Helier, Jersey, Bedell Cristin
JE4 3RA

-15-

ANNEX B

ITEMS 2(D)
AND 2(E). INFORMATION REQUIRED AS TO CERTAIN PROCEEDINGS.

None.

-16-

ANNEX C

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

As of April 17, 2015, certain Covered Persons were 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 Persons or their estate planning
entities may in the future sell up to 18,656 Covered Shares and exercise up to
711,815 Options in the aggregate.

-17-

ANNEX D

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

An aggregate of 10,787,417 shares of Common Stock are deliverable to Covered
Persons upon the exercise of stock options that have vested and are
exercisable. This share amount 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 April 17, 2015. 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.

-18-

ANNEX E

ITEM 5(C). DESCRIPTION OF ALL TRANSACTIONS IN THE COMMON STOCK EFFECTED BY
COVERED PERSONS OR REPORTING ENTITIES 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
or Reporting Entities 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:

Price Per Share
Covered Person Trade Date Number of Shares (in $)
-------------- ----------------- ---------------- ---------------
Tracey E. Benford February 17, 2015 12,649 190.0433
Colin Coleman February 17, 2015 1,515 190.0000
Michael P. Esposito February 17, 2015 27,794 189.4302
Julie A. Harris February 17, 2015 1,333 188.9557
Marc O. Nachmann* February 17, 2015 1,000 190.4920
Timothy J. O'Neill February 17, 2015 50,101 189.6260
Timothy J. O'Neill* February 17, 2015 13,475 189.6184
Paul M. Russo February 17, 2015 37 190.5000
Jeffrey W. Schroeder February 17, 2015 23,766 190.0694
Laurence Stein February 17, 2015 1,839 189.7370
Ram K. Sundaram February 17, 2015 6,000 190.0127
Damian E. Sutcliffe* February 17, 2015 62 188.9300
Damian E. Sutcliffe* February 17, 2015 200 188.9500
Damian E. Sutcliffe* February 17, 2015 3 188.9850
Damian E. Sutcliffe* February 17, 2015 800 189.0200
Joseph D. Swift February 17, 2015 2,379 189.6557
Dean C. Backer February 18, 2015 10,500 188.7967
Robert Drake-Brockman February 18, 2015 1,470 189.7740
Elizabeth M. Hammack February 18, 2015 2,450 189.5538
Etsuko Kanayama February 18, 2015 2,000 189.2000
Kevin G. Kelly February 18, 2015 1,000 189.6970
Amol S. Naik February 18, 2015 2,759 189.0758
James R. Paradise February 18, 2015 779 189.3991
Carlos Fernandez-Aller February 19, 2015 307 189.4400
Carlos Fernandez-Aller February 19, 2015 2,300 189.4500
Carlos Fernandez-Aller February 19, 2015 200 189.4800
Carlos Fernandez-Aller February 19, 2015 100 189.4700
Carlos Fernandez-Aller February 19, 2015 300 189.4600
Timothy H. Moe February 19, 2015 5,000 188.8923
Marc O. Nachmann* February 19, 2015 1,000 188.0000
Marc O. Nachmann* February 19, 2015 1,000 189.0648
James R. Paradise February 19, 2015 1,000 189.0280
James R. Paradise February 19, 2015 2,000 189.1738
Joseph K. Todd February 19, 2015 265 189.1938
Robin A. Vince February 19, 2015 1,000 189.4642
Shinichi Yokote February 19, 2015 5,559 187.3900
Avanish R. Bhavsar February 20, 2015 2,500 191.0000
Avanish R. Bhavsar February 20, 2015 3,044 191.0300
Alex S. Chi February 20, 2015 272 187.0500
Alex S. Chi February 20, 2015 300 187.0800
John S. Daly February 20, 2015 2,288 190.5000
John S. Daly* February 20, 2015 7,106 190.5000

-19-

Price Per Share
Covered Person Trade Date Number of Shares (in $)
-------------- ----------------- ---------------- ---------------
Francois-Xavier de Mallmann February 20, 2015 1,000 190.0000
David B. Ludwig February 20, 2015 754 191.3000
Michael C. J. Marsh February 20, 2015 1,500 187.5587
John J. McGuire, Jr. February 20, 2015 2,359 188.3500
Peeyush Misra February 20, 2015 5,000 189.5000
Atosa Moini February 20, 2015 500 190.0000
Marc O. Nachmann* February 20, 2015 1,000 187.5000
Marc O. Nachmann* February 20, 2015 2,000 188.5000
James R. Paradise February 20, 2015 5,000 189.0864
Paul M. Russo February 20, 2015 1,000 190.5000
Gene T. Sykes* February 20, 2015 5,000 190.8075
Joseph K. Todd February 20, 2015 265 190.4153
Andrew E. Wolff February 20, 2015 1,500 191.0209
Steven K. Barg February 23, 2015 500 190.0000
Alan M. Cohen February 23, 2015 12,000 190.0000
Jan Hatzius February 23, 2015 5,180 190.1255
John A. Mahoney February 23, 2015 12,817 190.0000
John J. McCabe February 23, 2015 117 190.1400
John J. McCabe February 23, 2015 100 190.1500
J. Ronald Morgan III February 23, 2015 3,236 190.1170
Gregory K. Palm* February 23, 2015 1,653 189.9721
Elizabeth E. Robinson February 23, 2015 4,000 189.5991
Andrea A. Vittorelli February 23, 2015 4,849 190.0000
Andrew E. Wolff February 23, 2015 1,500 190.1493
Wassim G. Younan* February 23, 2015 26,710 189.8730
Mark E. Agne February 24, 2015 10,000 192.1111
Steven K. Barg February 24, 2015 500 192.2120
David Chou February 24, 2015 7,000 192.0000
Thomas W. Cornacchia February 24, 2015 20,000 192.3461
James P. Esposito February 24, 2015 5,700 191.4491
Patrick J. Fels February 24, 2015 1,942 192.0000
Benjamin W. Ferguson February 24, 2015 1,000 191.0000
Elisabeth Fontenelli February 24, 2015 4,725 192.1761
Kevin G. Kelly February 24, 2015 772 192.7330
Shigeki Kiritani February 24, 2015 8,148 189.6800
Andre Laport Ribeiro February 24, 2015 4,142 192.2000
Andre Laport Ribeiro* February 24, 2015 2,596 192.2000
Ryan D. Limaye* February 24, 2015 2,000 193.0398
Paula B. Madoff February 24, 2015 2,000 192.5684
Paula B. Madoff* February 24, 2015 5,000 192.5684
Atosa Moini February 24, 2015 2,000 190.7500
Atosa Moini February 24, 2015 420 193.0000
J. Ronald Morgan III February 24, 2015 3,235 192.2976
James R. Paradise February 24, 2015 2,000 191.8955
Jonathan M. Penkin February 24, 2015 2,470 189.6800
Ellen R. Porges February 24, 2015 4,538 192.3410
Ellen R. Porges* February 24, 2015 759 192.4681
Ellen R. Porges* February 24, 2015 759 192.4916
Ellen R. Porges* February 24, 2015 759 192.4923
Sara E. Recktenwald February 24, 2015 3,553 192.5409
Sara E. Recktenwald* February 24, 2015 3,553 192.0242
Paul M. Russo February 24, 2015 2,000 192.0905
Julian Salisbury February 24, 2015 10,000 192.3605

-20-

Price Per Share
Covered Person Trade Date Number of Shares (in $)
-------------- ----------------- ---------------- ---------------
Rebecca M. Shaghalian February 24, 2015 447 192.6900
Kristin O. Smith February 24, 2015 657 192.6500
Marshall Smith February 24, 2015 1,000 192.3588
Ram K. Sundaram February 24, 2015 5,000 192.3067
Ram K. Sundaram* February 24, 2015 5,000 192.3067
Donald J. Truesdale February 24, 2015 3,958 192.5228
Kenro Tsutsumi February 24, 2015 7,425 189.6800
Eiji Ueda February 24, 2015 10,000 192.0000
Mark A. Van Wyk February 24, 2015 794 192.3900
Jonathan R. Vanica February 24, 2015 12,947 189.6800
Rajesh Venkataramani February 24, 2015 4,930 192.1655
Matthew P. Verrochi February 24, 2015 4,427 192.0930
Robin A. Vince February 24, 2015 1,000 192.2500
Matthew C. Westerman February 24, 2015 5,000 191.9677
David D. Wildermuth* February 24, 2015 500 192.4080
Steve Windsor February 24, 2015 5,143 192.5507
Martin Wiwen-Nilsson February 24, 2015 600 192.0000
Andrew E. Wolff February 24, 2015 3,000 191.8997
Alex S. Chi February 25, 2015 200 191.3200
Iain N. Drayton February 25, 2015 2,934 191.5510
James P. Esposito February 25, 2015 5,703 192.0053
David A. Friedland February 25, 2015 1,039 191.4412
Timothy J. Ingrassia February 25, 2015 5,000 191.0017
Gregg R. Lemkau February 25, 2015 14,918 191.3975
Deborah R. Leone February 25, 2015 1,000 190.7383
John V. Mallory February 25, 2015 1,300 192.0000
David D. Miller February 25, 2015 700 192.0800
David D. Miller February 25, 2015 36 192.1100
Milton R. Millman III February 25, 2015 6,960 192.0000
Bryan P. Mix February 25, 2015 20,795 191.5200
Marc O. Nachmann* February 25, 2015 1,580 191.9457
James R. Paradise February 25, 2015 2,000 191.7020
James R. Paradise February 25, 2015 1,000 192.0000
Michelle H. Pinggera February 25, 2015 1,500 192.2117
James H. Reynolds February 25, 2015 696 191.5500
Colin J. Ryan February 25, 2015 1,003 190.8110
Michael Smith February 25, 2015 500 191.5500
David M. Solomon February 25, 2015 2,600 190.6674
Joseph K. Todd February 25, 2015 1,380 191.1832
Robin A. Vince February 25, 2015 1,500 192.3027
Charles Baillie February 26, 2015 5,000 192.2734
Richard M. Campbell-Breeden February 26, 2015 63,031 192.2000
Christopher A. Cole February 26, 2015 10,000 191.7312
Sara V. Devereux February 26, 2015 2,027 191.2597
Justin G. Gmelich* February 26, 2015 5,300 191.4696
Michael J. Graziano February 26, 2015 3,281 191.5351
Charles P. Himmelberg February 26, 2015 978 191.8484
Irfan S. Hussain February 26, 2015 2,873 191.7963
Michael E. Koester February 26, 2015 1,552 191.5454
Kathy M. Koll February 26, 2015 8,225 191.3394
Meena K. Lakdawala February 26, 2015 794 190.5800
John J. McGuire, Jr.* February 26, 2015 1,366 191.3999
Craig Packer February 26, 2015 4,000 191.5891

-21-

Price Per Share
Covered Person Trade Date Number of Shares (in $)
-------------- ----------------- ---------------- ---------------
Robert Pulford February 26, 2015 1,527 191.3704
John F.W. Rogers February 26, 2015 43,965 191.3494
John F.W. Rogers* February 26, 2015 21,113 191.3494
Kunal K. Shah February 26, 2015 1,722 191.7460
Michael Smith February 26, 2015 1,000 190.5800
Theodore T. Sotir February 26, 2015 1,011 191.6382
John E. Waldron February 26, 2015 10,000 191.2042
Elisha Wiesel February 26, 2015 3,000 191.0953
Andrew E. Wolff February 26, 2015 1,500 191.5127
Paul R. Aaron February 27, 2015 1,609 190.4123
Philip S. Armstrong February 27, 2015 5,180 192.0000
Vivek Bohra* February 27, 2015 1,000 191.5620
Stuart A. Cash February 27, 2015 2,389 190.3026
Christopher A. Cole February 27, 2015 2,500 190.2012
Colin Coleman February 27, 2015 1,515 191.1600
Michele I. Docharty February 27, 2015 2,000 191.4088
Colleen A. Foster February 27, 2015 5,108 191.1701
Julie A. Harris February 27, 2015 1,300 191.4462
David J. Kostin February 27, 2015 2,032 191.4256
Luca M. Lombardi February 27, 2015 1,832 191.2382
Robert A. Mass February 27, 2015 2,432 191.5000
John J. McCabe February 27, 2015 100 190.5100
Charles M. McGarraugh February 27, 2015 2,361 191.4457
John W. McMahon February 27, 2015 20,000 190.8173
Brett A. Olsher February 27, 2015 5,196 191.5878
Lorin P. Radtke February 27, 2015 5,000 190.3705
John J. Rafter February 27, 2015 2,014 191.3950
Sean D. Rice February 27, 2015 2,173 191.8075
Michael Smith February 27, 2015 5,000 191.1600
Ram K. Sundaram February 27, 2015 5,000 190.5725
Ram K. Sundaram* February 27, 2015 8,752 190.5725
Gene T. Sykes* February 27, 2015 5,000 192.2411
W. Thomas York, Jr. February 27, 2015 4,595 190.5812
Jason H. Brauth March 20, 2015 7,000 180.0000
Fadi Abuali* April 17, 2015 2,000 197.0855
William D. Anderson, Jr. April 17, 2015 76 197.7700
Frances R. Bermanzohn April 17, 2015 6,016 197.4304
Frances R. Bermanzohn* April 17, 2015 12,110 197.4268
Jason H. Brauth April 17, 2015 2,100 190.0000
Efthalia Chryssikou April 17, 2015 7,227 197.7700
Kenneth W. Coquillette April 17, 2015 221 196.0000
Kenneth W. Coquillette* April 17, 2015 1,974 196.0585
Sheara J. Fredman April 17, 2015 920 197.7700
Bradley J. Gross April 17, 2015 2,000 175.0000
Bradley J. Gross April 17, 2015 800 190.0000
Michael L. Hensch April 17, 2015 2,500 195.0000
Brian J. Lee April 17, 2015 5,000 197.7300
Ronald Lee April 17, 2015 7,900 190.0000
John A. Mahoney April 17, 2015 2,583 197.4356
Michael C. J. Marsh April 17, 2015 1,090 197.1330
Anthony J. Miller April 17, 2015 3,746 197.7700
Joseph Montesano April 17, 2015 2,709 198.0000
Marc O. Nachmann* April 17, 2015 1,000 185.0000

-22-

Price Per Share
Covered Person Trade Date Number of Shares (in $)
-------------- -------------- ---------------- ---------------
Elizabeth E. Robinson April 17, 2015 8,500 197.0291
Clare R. Scherrer April 17, 2015 5,000 190.0000
Owen O. West April 17, 2015 1,000 190.0000
John S. Willian April 17, 2015 5,509 196.9851

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

The following purchases 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:

Price Per Share
Covered Person Trade Date Number of Shares (in $)
-------------- ----------------- ---------------- ---------------
Richard M. Campbell-Breeden* February 26, 2015 63,031 192.2000
Michelle Gill February 27, 2015 8 191.6400

* 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:

Number of Acquisition or
Covered Person Transfer Date Shares Disposition
-------------- ----------------- --------- --------------
Michael P. Esposito February 17, 2015 1,585 Disposition
Joseph Montesano February 17, 2015 28 Disposition
Ram K. Sundaram February 20, 2015 3,168 Disposition
Kevin G. Kelly February 24, 2015 60 Disposition
Armen A. Avanessians February 25, 2015 123 Disposition
Steven M. Barry February 25, 2015 2,053 Disposition
Richard A. Friedman* February 25, 2015 25,000 Disposition
Adam J. Zotkow February 25, 2015 260 Disposition
Gregory P. Lee February 27, 2015 901 Disposition
Jason A. Gottlieb April 17, 2015 5 Disposition
Elizabeth E. Robinson April 17, 2015 1,250 Disposition

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

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:

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

Andrew F. Wilson February 17, 2015 30,000 78.78 20,728 189.5872 9,272
Stuart N. Bernstein February 18, 2015 1,000 78.78 718 189.1534 282
Anthony H. Carpet February 18, 2015 5,000 78.78 3,707 189.1534 1,293
Richard J. Gnodde February 19, 2015 68,403 78.78 47,288 188.8695 21,115
Richard J. Gnodde February 20, 2015 68,403 78.78 47,253 189.5086 21,150
Richard J. Gnodde February 20, 2015 15,641 78.78 10,805 189.5086 4,836
Michael J. Carr February 23, 2015 15,289 78.78 11,313 189.9652 3,976

-23-

Michael J. Carr February 23, 2015 12,211 78.78 9,036 189.9652 3,175
Alexander C. Dibelius February 24, 2015 13,077 78.78 7,713 192.1481 5,364
Alexander C. Dibelius February 24, 2015 10,206 78.78 7,065 192.1481 3,141
Alexander C. Dibelius February 24, 2015 9,717 78.78 5,731 192.1481 3,986
Sanjeev Mehra February 24, 2015 10,000 78.78 7,162 192.1481 2,838
Michael S. Sherwood February 24, 2015 70,000 131.64 0 192.0626 70,000
Andrew F. Wilson February 24, 2015 24,323 78.78 16,769 192.1481 7,554
Andrew F. Wilson February 24, 2015 6,379 78.78 4,398 192.1481 1,981
Paul R. Aaron February 25, 2015 2,236 78.78 1,654 191.5168 582
Stuart N. Bernstein February 25, 2015 1,000 78.78 715 191.5168 285
Richard A. Friedman February 25, 2015 117,080 131.64 0 191.0342 117,080
Masanori Mochida February 25, 2015 123,156 131.64 0 191.5292 123,156
Deborah R. Leone February 26, 2015 4,146 78.78 3,070 191.3678 1,076
Charles Baillie February 27, 2015 12,005 78.78 8,651 191.1417 3,354
Stuart N. Bernstein February 27, 2015 1,000 78.78 715 191.1417 285
Christopher A. Cole February 27, 2015 20,000 78.78 14,285 191.1417 5,715
Kathy M. Koll February 27, 2015 22,265 78.78 9,127 191.1417 13,138
Michael Rimland February 27, 2015 11,000 78.78 7,857 191.1417 3,143
Andrew E. Wolff February 27, 2015 22,855 78.78 14,709 191.1417 8,146
Andrew E. Wolff February 27, 2015 2,981 78.78 1,919 191.1417 1,062
Frances R. Bermanzohn April 17, 2015 20,934 78.78 0 197.0344 20,934
Stuart N. Bernstein April 17, 2015 2,000 78.78 0 197.0344 2,000
Denis P. Coleman III April 17, 2015 11,000 78.78 0 197.0344 11,000
Simon P. Morris April 17, 2015 40,000 78.78 0 197.0344 40,000
Peter C. Oppenheimer April 17, 2015 2,000 78.78 0 197.0344 2,000
Harvey M. Schwartz April 17, 2015 91,285 78.78 0 197.0485 91,285
Christoph W. Stanger April 17, 2015 7,000 78.78 0 197.0344 7,000

-24-

ANNEX F

ITEM 6. DESCRIPTION OF POSITIONS IN DERIVATIVE INSTRUMENTS OF COVERED
PERSONS OR REPORTING ENTITIES.

The following Covered Persons or Reporting Entities 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 April 17, 2015:

Strike
Instrument and Number of Price
Covered Person Position Shares (in $) Maturity Date
-------------- -------------- --------- ------ ----------------
Dean C. Backer Call Written 2,000 200 July 17, 2015
V.Bunty Bohra Call Written 5,000 200 July 17, 2015
Francois-Xavier de Mallmann Call Written 900 200 July 17, 2015
Jonathan H. Fine Call Written 900 200 July 17, 2015
Christopher G. French Call Written 5,500 200 July 17, 2015
William L. Jacob III Call Written 4,600 190 July 17, 2015
Scott L. Lebovitz Call Written 1,000 185 July 17, 2015
Sanjeev Mehra Call Written 11,100 190 July 17, 2015
Kenneth A. Pontarelli Call Written 5,000 180 July 17, 2015
Guy E. Saidenberg Call Written 10,000 190 July 17, 2015
Guy E. Saidenberg Call Written 15,000 195 July 17, 2015
Jeffrey L. Verschleiser Call Written 17,700 195 July 17, 2015
Fadi Abuali Call Purchased 5,000 180 January 15, 2016
Scott A. Romanoff Call Written 3,200 180 January 15, 2016

-25-

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: April 28, 2015

By: /s/ Beverly L. O'Toole
-----------------------------
Name: Beverly L. O'Toole
Title: Attorney-in-Fact

-26-

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 X to Amendment
No. 14 to the Initial Schedule 13D, filed March 29, 2001 (File
No. 005-56295)).

Filed by:	GOLDMAN SACHS GROUP INC
Total Shares:	34,047,263
Subject Company:	Goldman Sachs Group Inc - View Complete Ownership History Backtest
Filed as of Date:	04/28/2015
Event Date:	04/17/2015
Overall % Ownership:	7.69

Schedule 13D/A

Reporting Persons

Raw Filing Contents

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