Schedule 13D/A

Filed by: GOLDMAN SACHS GROUP INC
Total Shares: 5,844,652
Subject Company: Griffon Corp. - View Complete Ownership History Backtest
Filed as of Date: 08/10/2017
Event Date: 08/08/2017
Overall % Ownership: 12.4
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
-0.5236 -3.4031 10.3073 -1.4688 -3.4621 31.2356 205 -5.4508 11

Reporting Persons

Name Sole
Voting Power
Shared
Voting Power
Sole
Dispositive Power
Shared
Dispositive Power
Aggregate
Amount Owned
Percent
of class
The Goldman Sachs Group, Inc 27,820 5,816,832 27,820 5,816,832 5,844,652 12.4%
Goldman Sachs & Co LLC 0 5,816,832 0 5,816,832 5,816,832 12.3%
GS Direct, LLC 0 5,555,556 0 5,555,556 5,555,556 11.8%
View Original Filing on Edgar's

Raw Filing Contents

0000895345-17-000272.txt : 20170810
0000895345-17-000272.hdr.sgml : 20170810
20170810171940
ACCESSION NUMBER:		0000895345-17-000272
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20170810
DATE AS OF CHANGE:		20170810
GROUP MEMBERS:		GOLDMAN, SACHS & CO. LLC
GROUP MEMBERS:		GS DIRECT, L.L.C.

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GRIFFON CORP
		CENTRAL INDEX KEY:			0000050725
		STANDARD INDUSTRIAL CLASSIFICATION:	METAL DOORS, SASH, FRAMES, MOLDING & TRIM [3442]
		IRS NUMBER:				111893410
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-33308
		FILM NUMBER:		171022311

	BUSINESS ADDRESS:	
		STREET 1:		712 FIFTH AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10019
		BUSINESS PHONE:		2129575000

	MAIL ADDRESS:	
		STREET 1:		712 FIFTH AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10019

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INSTRUMENT SYSTEMS CORP /DE/
		DATE OF NAME CHANGE:	19920703

FILED BY:		

	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

	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 rs13da6-griffon_gsgroup.htm
rs13da3-griffon_gsgroup.htm

 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
(Amendment No. 6)*
 
Under the Securities Exchange Act of 1934
 
 
 
Griffon Corporation 

(Name of Issuer)
 
Common Stock, par value $0.25 per share 

(Title of Class of Securities)
 
398433102

(CUSIP Number)
 
David S. Thomas, Esq.
Goldman, Sachs & Co.
200 West Street
New York, New York 10282-2198
(212) 902-1000
 
 
With a copy to:
 
 
Robert C. Schwenkel, Esq.
David L. Shaw, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
(212) 859-8000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

August 8, 2017

(Date of Event which Requires Filing of this Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 
 
 
CUSIP No. 398433102
SCHEDULE 13D
 
 
 
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 

The Goldman Sachs Group, Inc.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 

AF; OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
27,820
 
 
 
 
8
SHARED VOTING POWER
 
 

5,816,832
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 

27,820
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
5,816,832
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 

5,844,652
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 

12.4%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 

HC-CO
 
 
 
 
 

 
 
 
 
CUSIP No. 398433102
SCHEDULE 13D
 
 
 
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 

Goldman Sachs & Co. LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 

AF; WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
New York
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 

5,816,832
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 

0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
5,816,832
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 

5,816,832
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 

12.3%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 

BD-IA
 
 
 

 

 
 
 
CUSIP No. 398433102
SCHEDULE 13D
 
 
 
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 

GS Direct, L.L.C.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 

WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 

5,555,556
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 

0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 

5,555,556
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 

5,555,556
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 

11.8%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

 
This Amendment No. 6 (“Amendment No. 6”) supplements and amends certain information in the Schedule 13D filed on October 9, 2008, as amended by Amendment No. 1 filed on November 18, 2013, Amendment No. 2 filed on December 13, 2013, Amendment No. 3 filed on November 14, 2014, Amendment No. 4 filed on July 19, 2016 and Amendment No. 5 filed on November 21, 2016 (the “Amended 13D” and, together with this Amendment No. 6, the “Schedule 13D”), on behalf of The Goldman Sachs Group, Inc. (“GS Group”), Goldman Sachs & Co. LLC (“Goldman Sachs”) and GS Direct, L.L.C. (“GS Direct” and together with GS Group and Goldman Sachs, the “Reporting Persons”).1
 
Except as set forth below, all Items of this Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.
 
ITEM 2. Identity and Background.
 
Item 2 of the Amended 13D is hereby amended by replacing in their entirety Schedules I, II-A, II-B and III, incorporated therein by reference, with Schedules I, II-A, II-B and III, hereto, respectively, which Schedules I, II-A, II-B and III are incorporated herein by reference.
 
ITEM 4. Purpose of Transaction.
 
Item 4 of the Amended 13D is hereby amended and supplemented by adding the following information:
 
On August 8, 2017, Broad Street Principal Investments, L.L.C. (“BSPI”), an affiliate of the Reporting Persons, and the Issuer extended the term of a Confidentiality Agreement (“Confidentiality Agreement”) until August 8, 2019. Under the Confidentiality Agreement, BSPI and the Issuer agreed, among other things, to a customary non-disclosure agreement governing the exchange of confidential information.  The Confidentiality Agreement previously had a termination date of July 15, 2018.

On August 8, 2017, BSPI and the Issuer entered into another Standstill Agreement (the “Second Standstill Agreement”).  Under the Second Standstill Agreement, BSPI and the Issuer agreed, among other things, to a “standstill provision” in which neither BSPI nor certain of its representatives will, without approval from the Issuer, until August 8, 2018, seek to acquire any of the Issuer’s securities, a substantial portion of the Issuer’s assets or otherwise seek to control or influence management of the Issuer, or the Issuer’s board of directors, or assist or encourage any third parties to do the same.  The foregoing description of the Second Standstill Agreement is qualified in its entirety by reference to the full text of the Second Standstill Agreement, which is attached as Exhibit 1 hereto.
 
ITEM 5. Interests in Securities of the Issuer.
 
Item 5 of the Amended 13D is hereby amended and restated in its entirety as follows:
 
(a) All calculations of percentage ownership of the Common Stock set forth in this Schedule 13D are based upon a total of 47,256,659 shares of Common Stock outstanding as of July 31, 2017 as disclosed in the Issuer’s quarterly report on Form 10-Q for the quarter ended June 30, 2017 (the “10-Q”).
 
As of the close of business on August 8, 2017 GS Group may be deemed to have beneficially owned 5,844,652 shares of Common Stock in the aggregate, consisting of (i) 6,877 shares of Common Stock beneficially owned directly by GS Group, (ii) 20,943 shares of Common Stock, consisting of 3,700 shares of Common Stock granted to Bradley J. Gross, a managing director of Goldman Sachs, in his capacity as a director of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan, 15,366 shares of Common Stock granted to Mr. Gross in his capacity as a director of the Issuer pursuant to the Issuer’s 2011 Equity Incentive Plan and 1,877 shares of Common Stock granted to Mr. Gross pursuant to the Issuer’s Outside Director Stock Award Plan, (iii) 5,555,556 shares of Common Stock beneficially owned indirectly by GS Group that were purchased by GS Direct pursuant to the Investment Agreement on the Closing Date as described in this Schedule 13D and (iv) 261,276 shares of Common Stock acquired by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities, representing in the aggregate approximately 12.4% of the shares of Common Stock deemed to be outstanding (as calculated as described above based on the shares reported to be outstanding as of July 31, 2017 as disclosed in the Issuer’s 10-Q).
 
As of the close of business on August 8, 2017, Goldman Sachs may be deemed to have beneficially owned 5,816,832 shares of Common Stock in the aggregate, consisting of (i) 5,555,556 shares of Common Stock beneficially owned indirectly by Goldman Sachs that were purchased by GS Direct pursuant to the Investment Agreement on the Closing Date as described in this Schedule 13D and (ii) 261,276 shares of Common Stock acquired by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities, representing in the aggregate approximately 12.3% of the shares of Common Stock deemed to be outstanding (as calculated as described above based on the shares reported to be outstanding as of July 31, 2017 as disclosed in the Issuer’s 10-Q).
 
As of the close of business on August 8, 2017, GS Direct may be deemed to have beneficially owned 5,555,556 shares of Common Stock that were purchased by GS Direct pursuant to the Investment Agreement on the Closing Date as described in this Schedule 13D, representing approximately 11.8% of the shares of Common Stock deemed to be outstanding (as calculated as described above based on the shares reported to be outstanding as of July 31, 2017 as disclosed in the Issuer’s 10-Q, net of the shares repurchased by the Issuer pursuant to the Repurchase Transaction).
 
In accordance with Securities and Exchange Commission Release No. 34-395538 (January 12, 1998) (the “Release”), this filing reflects the securities beneficially owned by certain operating units (collectively, the “Goldman Sachs Reporting Units”) of GS Group and its subsidiaries and affiliates (collectively, “GSG”). This filing does not reflect securities, if any, beneficially owned by any operating units of GSG whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release. The Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion, or both, and (ii) certain investment entities of which the Goldman Sachs Reporting Units acts as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units.
 
None of the Reporting Persons or, to the knowledge of any of the Reporting Persons, any of the persons listed on Schedules I, II-A or II-B hereto may be deemed to beneficially own any shares of Common Stock other than as set forth herein.
 
(b) Each Reporting Person shares the power to vote or direct the vote and to dispose or direct the disposition of shares of Common Stock beneficially owned by such Reporting Person as indicated in this Schedule 13D.
 
(c) No transactions in the Common Stock were effected by the Reporting Persons or, to the knowledge of any of the Reporting Persons, any of the persons listed on Schedules I, II-A or II-B hereto, during the period from June 9, 2017 through August 8, 2017.
 
(d) Except for clients of Goldman Sachs or another investment advisor subsidiary of GS Group who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock, if any, held in Managed Accounts, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by the Reporting Persons.

(e) Not applicable.
 
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 4 of this Amendment No. 6 is incorporated by reference in its entirety in this Item 6.
ITEM 7. Material to Be Filed as Exhibits.
EXHIBIT
DESCRIPTION
 
 
1
Standstill Agreement, dated August 8, 2017, by and between Broad Street Principal Investments, L.L.C. and Griffon Corporation.
   
________________________
1 Neither the present filing nor anything contained herein shall be construed as an admission that any Reporting Person constitutes a “person” for any purpose other than for compliance with Section 13(d) of the Securities Exchange Act of 1934, as amended.
 

 

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.
Date: August 10, 2017
 
THE GOLDMAN SACHS GROUP, INC.
 
     
 
By:
/s/ Yvette Kosic
 
 
Name:
Yvette Kosic
 
 
Title:
Attorney-in-fact
 
 
 
 
 
GOLDMAN SACHS & CO. LLC
 
     
 
By:
/s/ Yvette Kosic
 
 
Name:
Yvette Kosic
 
 
Title:
Attorney-in-fact
 
 
 
 
 
GS DIRECT, L.L.C.
 
     
 
By:
/s/ Yvette Kosic
 
 
Name:
Yvette Kosic
 
 
Title:
Attorney-in-fact
 
 

 

SCHEDULE I 
The name of each director of The Goldman Sachs Group, Inc. is set forth below.
The business address of each person listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282.
Each person is a citizen of the United States of America except for Lakshmi N. Mittal, who is a citizen of India, Mark O. Winkelman, who is a citizen of the Netherlands, and Adebayo O. Ogunlesi is also a citizen of Nigeria. The present principal occupation or employment of each of the listed persons is set forth below.

Name 
Present Principal Occupation
 
Lloyd C. Blankfein  
Chairman of the Board and Chief Executive Officer of The Goldman Sachs Group, Inc. 
M. Michele Burns   
Former Chairman and CEO, Mercer LLC; Former CFO of each of:  Marsh & McLennan Companies, Inc., Mirant Corp. and Delta Air Lines, Inc. 
Mark A. Flaherty  
Former Vice Chairman, Wellington Management Company 
William W. George   
Senior Fellow at the Harvard Business School and Former Chairman and Chief Executive Officer of Medtronic, Inc.
James A. Johnson  
Chairman of Johnson Capital Partners 
Ellen J. Kullman
Former Chair and Chief Executive Officer of DuPont
Lakshmi N. Mittal  
Chairman and Chief Executive Officer of ArcelorMittal S.A.
Adebayo O. Ogunlesi  
Chairman and Managing Partner of Global Infrastructure Partners 
Peter Oppenheimer 
Former Senior Vice President and Chief Financial Officer of Apple, Inc.
David A. Viniar  
Former Chief Financial Officer of The Goldman Sachs Group, Inc. 
Mark O. Winkelman  
Private Investor 






SCHEDULE II-A


The name and principal occupation of each member of the Corporate Investment Committee of the Merchant Banking Division of Goldman Sachs & Co. LLC, which exercises the authority of Goldman Sachs & Co. LLC in managing GS Direct, L.L.C. are set forth below.
The business address for each member listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, except as follows: The business address of each of Michael Bruun, Martin A. Hintze, Matthias Hieber, James Reynolds and Andrew E. Wolff is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England. The business address of each of Stephanie Hui and Tianqing Li is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong. The business address of Ankur A. Sahu is Roppongi Hills Mori Tower 47th floor, 10-1 Roppongi 6-chome, Tokyo 106-6147, Japan.  The business address of Mitchell S. Weiss is 30 Hudson Street, Jersey city, NJ 07302-4699.
All members listed below are United States citizens, except as follows: Alex Golten and Stephanie Hui are citizens of the United Kingdom; James Reynolds is a citizen of France; Adrian M. Jones is a citizen of Ireland; Martin A. Hintze is a citizen of Germany;  Matthias Hieber is a citizen of Austria; Ankur A. Sahu is a citizen of India; Nicole Agnew is a citizen of Canada; Michael Bruun is a citizen of Denmark and Tianqing Li is a citizen of the People’s Republic of China (Hong Kong permanent resident).

Name
Present Principal Occupation
 
Richard A. Friedman 
Managing Director of Goldman Sachs & Co. LLC
Nicole Agnew
Managing Director of Goldman Sachs & Co. LLC
Michael Bruun
Managing Director of Goldman, Sachs International
Thomas G. Connolly 
Managing Director of Goldman Sachs & Co. LLC
Christopher A. Crampton
Managing Director of Goldman Sachs & Co. LLC
Joe DiSabato 
Managing Director of Goldman Sachs & Co. LLC
Elizabeth C. Fascitelli 
Managing Director of Goldman Sachs & Co. LLC
Charles H. Gailliot 
Managing Director of Goldman Sachs & Co. LLC
Alex Golten
Managing Director of Goldman Sachs & Co. LLC
Bradley J. Gross 
Managing Director of Goldman Sachs & Co. LLC
Matthias Hieber
Managing Director of Goldman, Sachs International
Martin A Hintze 
Managing Director of Goldman, Sachs International
Stephanie Hui 
Managing Director of Goldman Sachs (Asia) L.L.C.
Adrian M. Jones 
Managing Director of Goldman Sachs & Co. LLC
Michael E. Koester 
Managing Director of Goldman Sachs & Co. LLC
Scott Lebovitz 
Managing Director of Goldman Sachs & Co. LLC
Yael Levy
Managing Director of Goldman Sachs & Co. LLC
Tianqing Li 
Managing Director of Goldman Sachs (Asia) L.L.C.
Eric Muller
Managing Director of Goldman Sachs & Co. LLC
Sumit Rajpal 
Managing Director of Goldman Sachs & Co. LLC
James Reynolds 
Managing Director of Goldman, Sachs International
Ankur A. Sahu
Managing Director of Goldman Sachs Japan Co., Ltd.
Michael Simpson
Managing Director of Goldman Sachs & Co. LLC
David Thomas
Managing Director of Goldman Sachs & Co. LLC
Oliver Thym
Managing Director of Goldman Sachs & Co. LLC
Mitchell S. Weiss
Managing Director of Goldman Sachs & Co. LLC
Andrew E. Wolff 
Managing Director of Goldman Sachs International


SCHEDULE II-B
The name, position and present principal occupation of each executive officer of GS Direct, L.L.C. are set forth below.
The business address for all the executive officers listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, except as follows: The business address of each of Philippe Camu, James R. Garman, Martin A. Hintze, James H. Reynolds, Andrew E. Wolff, Sam Agnew Matteo Botto Poala, Michael Bruun, Tim Campbell, Mike Ebeling, Matthias Hieber, Philippe H. Lenoble, Heather L. Mulahasani, Emilie Railhac, Richard Spencer, Michele Titi-Cappelli, Michael M. Furth, Penny McSpadden and Maximilliano Ramirez-Espain is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England. The business address of each of Stephanie Hui, Xiang Fan, Michael Hui, Jay hyun Lee and Wanlin Liu and is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong. The business address of each of Joseph P. DiSabato, David Campbell, Daniel Dees, George Lee, Stuart N. Bernstein and Christopher Buddin is 555 California Street, San Francisco, CA 94104. The business address of Scott Ackerman, Christopher Adams, Michael Dalton, Thomas Ferguson, Kerry Houchin, James Huckaby, Kyle Kendall, Christopher Monroe, Julianne Ramming, Michael Watts, Barry Olson and Christopher Young is 6011 Connection Drive, Irving, TX 75039. The business address of Amit Raje is Rational House, 951-A, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025, India. The business address of each of Tianqing Li and Bin Zhu is Winland International Center, 7 Finance Street, Xicheng District, Beijing 100033, People's Republic of China. The business address of each of Mitchell S. Weiss, Jason Levesque and Mark G. Riemann is 30 Hudson Street, Jersey City, NJ 07302-4699. The business address of each of Ankur Sahu and Yuji Matsumoto is Roppongi Hills Mori Tower, 47th floor, 10-1 Roppongi 6-chome, Minato-ku, Tokyo 106-6147 Japan.
All executive officers listed below are United States citizens, except as follows: James H. Reynolds and Emilie Railhac are citizens of France; Adrian M. Jones and Michael M. Furth are citizens of Ireland; Martin Hintze, Mike Ebeling and Oliver Thym are citizens of Germany; Sam Agnew, Julian C. Allen, Anthony Arnold, Tim Campbell, James R. Garman, Stephanie Hui and Heather L. Mulahasani are citizens of the United Kingdom; Philippe Camu and Philippe H. Lenoble are citizens of Belgium; Matteo Botto Poala and Michele Titi-Cappelli are citizens of Italy; Ankur Sahu, Harsh Nanda and Amit Raje are citizens of India; David Campbell is a citizen of Australia; Maximilliano Ramirez-Espain and Ana Estrada Lopez are citizens of Spain; Nicole Agnew is a citizen of Canada; Matthias Hieber is a citizen of Austria; Michael Bruun is a citizen of Denmark; Xiang Fan is a citizen of the People's Republic of China; Michael Hui, Wanlin Liu, Tianquing Li and Bin Zhu are citizens of the People's Republic of China (Hong Kong permanent residents); and Jay hyun Lee is a citizen of the Republic of Korea.
Name
Position
Present Principal Occupation 
     
Richard A. Friedman
Director and President
Managing Director of Goldman Sachs & Co. LLC
Philippe Camu
Vice President
Managing Director of Goldman Sachs International
Thomas G. Connolly
Vice President
Managing Director of Goldman Sachs & Co. LLC
Joseph P. DiSabato
Vice President
Managing Director of Goldman Sachs & Co. LLC
Elizabeth C. Fascitelli
Vice President and Treasurer
Managing Director of Goldman Sachs & Co. LLC
James R. Garman
Vice President
Managing Director of Goldman Sachs International
Bradley J. Gross
Vice President
Managing Director of Goldman Sachs & Co. LLC
Matthias Hieber
Vice President
Managing Director of Goldman Sachs International
Martin A. Hintze
Vice President
Managing Director of Goldman Sachs International
Stephanie Hui
Vice President
Managing Director of Goldman Sachs (Asia) L.L.C.
Adrian M. Jones
Vice President
Managing Director of Goldman Sachs & Co. LLC
Alan S. Kava
Vice President
Managing Director of Goldman Sachs & Co. LLC
Michael E. Koester
Vice President
Managing Director of Goldman Sachs & Co. LLC
Scott Lebovitz
Vice President
Managing Director of Goldman Sachs & Co. LLC
Eric Muller
Vice President
Managing Director of Goldman Sachs & Co. LLC
Sumit Rajpal
Vice President
Managing Director of Goldman Sachs & Co. LLC
James H. Reynolds
Vice President
Managing Director of Goldman Sachs International
Ankur Sahu
Vice President
Managing Director of Goldman Sachs Japan, Co., Ltd.
Oliver Thym
Vice President
Managing Director of Goldman Sachs & Co. LLC
Andrew E. Wolff
Vice President
Managing Director of Goldman Sachs International
Nicole Agnew
Vice President
Managing Director of Goldman Sachs & Co. LLC
Julian C. Allen
Vice President
Managing Director of Goldman Sachs & Co. LLC
Kirsten Anthony
Vice President
Managing Director of Goldman Sachs & Co. LLC
Anthony Arnold
Vice President
Managing Director of Goldman Sachs & Co. LLC
Allison Beller
Vice President
Managing Director of Goldman Sachs & Co. LLC
Matteo Botto Poala
Vice President
Managing Director of Goldman Sachs International
Michael Bruun
Vice President
Managing Director of Goldman Sachs International
David Campbell
Vice President
Managing Director of Goldman Sachs & Co. LLC
Tim Campbell
Vice President
Managing Director of Goldman Sachs International
David Castelblanco
Vice President
Managing Director of Goldman Sachs & Co. LLC
Christopher A. Crampton
Vice President
Managing Director of Goldman Sachs & Co. LLC
Mike Ebeling
Vice President
Managing Director of Goldman Sachs International
Ana Estrada Lopez
Vice President
Managing Director of Goldman Sachs International
Xiang Fan
Vice President
Managing Director of Goldman Sachs (Asia) L.L.C.
Jeffrey M. Fine
Vice President
Managing Director of Goldman Sachs & Co. LLC
Thomas Ferguson
Vice President
Managing Director of Goldman Sachs & Co. LLC
Charles H. Gailliot
Vice President
Managing Director of Goldman Sachs & Co. LLC
James Huckaby
Vice President
Managing Director of Goldman Sachs & Co. LLC
Michael Hui
Vice President
Managing Director of Goldman Sachs (Asia) L.L.C.
Jonathan Hunt
Vice President
Managing Director of Goldman Sachs & Co. LLC
Omer Ismail
Vice President
Managing Director of Goldman Sachs & Co. LLC
Kyle Kendall
Vice President
Managing Director of Goldman Sachs & Co. LLC
Gilbert H. Klemann
Vice President
Managing Director of Goldman Sachs & Co. LLC
Jay Hyun Lee
Vice President
Managing Director of Goldman Sachs (Asia) L.L.C.
Philippe H. Lenoble
Vice President
Managing Director of Goldman Sachs International
Tianqing Li
Vice President
Managing Director of Goldman Sachs (Asia) L.L.C.
Wanlin Liu
Vice President
Managing Director of Goldman Sachs (Asia) L.L.C.
Yuji Matsumoto
Vice President
Managing Director of Goldman Sachs Japan, Co., Ltd.
Christopher Monroe
Vice President
Managing Director of Goldman Sachs & Co. LLC
Heather L. Mulahasani
Vice President
Managing Director of Goldman Sachs International
Harsh Nanda
Vice President
Managing Director of Goldman Sachs & Co. LLC
Barry Olson
Vice President 
Managing Director of Goldman Sachs & Co. LLC
Edward Pallesen
Vice President
Managing Director of Goldman Sachs & Co. LLC
Emilie Railhac
Vice President
Managing Director of Goldman Sachs International
Amit Raje
Vice President
Managing Director of Goldman Sachs (India) Securities Private Limited
Leonard Seevers
Vice President
Managing Director of Goldman Sachs & Co. LLC
Richard Spencer
Vice President
Managing Director of Goldman Sachs International
Michele Titi-Cappelli
Vice President
Managing Director of Goldman Sachs International
Peter Vermette
Vice President
Managing Director of Goldman Sachs & Co. LLC
Peter A. Weidman
Vice President
Managing Director of Goldman Sachs & Co. LLC
Bin Zhu
Vice President
Managing Director of Goldman Sachs (Asia) L.L.C.
Sam Agnew
Vice President
Managing Director of Goldman Sachs International
Michael M. Furth
Vice President
Managing Director of Goldman Sachs International
Penny McSpadden
Vice President
Managing Director of Goldman Sachs International
Maximilliano Ramirez-Espain
Vice President
Managing Director of Goldman Sachs International
Laurie E. Schmidt
Vice President
Managing Director of Goldman Sachs & Co. LLC
Michael Watts
Vice President
Managing Director of Goldman Sachs & Co. LLC
William Y. Eng
Vice President
Vice President of Goldman Sachs & Co. LLC
Susan Hodgkinson
Vice President & Secretary
Vice President of Goldman Sachs & Co. LLC
Scott Kilpatrick
Vice President
Vice President of Goldman Sachs & Co. LLC
Julianne Ramming
Vice President
Vice President of Goldman Sachs & Co. LLC
Clayton Wilmer
Vice President
Vice President of Goldman Sachs & Co. LLC
Wei Yan
Vice President
Vice President of Goldman Sachs & Co. LLC
David Thomas
Vice President. Assistant Secretary & General Counsel
Managing Director of Goldman Sachs & Co. LLC
Mitchell S. Weiss
Vice President & Assistant Treasurer
Managing Director of Goldman Sachs & Co. LLC
Jason Levesque
Vice President & Assistant Treasurer
Vice President of Goldman Sachs & Co. LLC
Mark G. Riemann
Vice President & Assistant Treasurer
Vice President of Goldman Sachs & Co. LLC
Getty Chin
Assistant Treasurer
Managing Director of Goldman Sachs & Co. LLC
Kirsten Frivold
Assistant Treasurer
Vice President of Goldman Sachs & Co. LLC
Scott Ackerman
Vice President
Managing Director of Goldman Sachs & Co. LLC
Michael Dalton
Vice President
Managing Director of Goldman Sachs & Co. LLC
Christopher Adams
Vice President
Vice President of Goldman Sachs & Co. LLC
Kerry Houchin
Vice President
Vice President of Goldman Sachs & Co. LLC
Christopher Young
Vice President
Vice President of Goldman Sachs & Co. LLC
Daniel Dees
Vice President
Managing Director of Goldman Sachs & Co. LLC
Donald Duet
Vice President
Managing Director of Goldman Sachs & Co. LLC
George Lee
Vice President
Managing Director of Goldman Sachs & Co. LLC
Gregg R. Lemkau
Vice President
Managing Director of Goldman Sachs & Co. LLC
Jeffrey W. Schroeder
Vice President
Managing Director of Goldman Sachs & Co. LLC
Stuart N. Bernstein
Vice President
Managing Director of Goldman Sachs & Co. LLC
Brian W. Bolster
Vice President
Managing Director of Goldman Sachs & Co. LLC
Christopher Buddin
Vice President
Managing Director of Goldman Sachs & Co. LLC
Elizabeth E. Robinson
Vice President
Managing Director of Goldman Sachs & Co. LLC
Steven M. Bunson
Vice President
Managing Director of Goldman Sachs & Co. LLC
Donald Earl
Vice President
Vice President of Goldman Sachs & Co. LLC


SCHEDULE III
Starting in July 2008, Neil M.M. Morrison (“Morrison”) was employed by Goldman Sachs & Co. LLC (“Goldman Sachs”) to solicit municipal underwriting business from, among others, the Commonwealth of Massachusetts Treasurer’s Office. From November 2008 to October 2010, Morrison was also substantially engaged in the political campaigns, including the November 2010 Massachusetts gubernatorial campaign, for Timothy P. Cahill (“Cahill”), the then-Treasurer of Massachusetts. Morrison worked on Cahill’s campaign during work hours using firm resources. Morrison also made a secret, undisclosed cash campaign contribution to Cahill. Within two years of Morrison’s contribution, Goldman Sachs engaged in municipal securities business with issuers associated with Cahill as Treasurer and as a candidate for Governor. The Securities and Exchange Commission (the “SEC”) alleged that Goldman Sachs’s engagement in municipal securities business with these issuers violated Section 15B(c)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and MSRB Rule G-37(b), and that Goldman Sachs’s failure to maintain records of and to report in regulatory filings the contributions and campaign work, and to take steps to ensure that the attributed contributions, or campaign work or the conflicts of interest raised by them were disclosed in bond offering documents, violated MSRB Rules G-8, G-9, G-17, G-27 and G-37. Without admitting or denying such violations (except as to the SEC’s jurisdiction over it and the subject matter of the proceedings), Goldman Sachs consented to the entry of an Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Sections 15(b), 15B(c)(2) and 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order on September 27, 2012 (the “Morrison Order”). Goldman Sachs agreed to cease and desist from committing or causing any violations and any future violations of Section 15B(c)(1) of the Exchange Act, MSRB Rule G-37(b), MSRB Rule G-17, MSRB Rule G-27, MSRB Rule G-37(e), MSRB Rule G-8 and MSRB Rule G-9. Goldman Sachs is censured and was required to pay disgorgement of $7,558,942 and prejudgment interest of $670,033. Of the $7,558,942 in disgorgement, $2,120,547 will be deemed satisfied by Goldman Sachs’s payment of $1,512,902 to the Commonwealth of Massachusetts and $607,645 to the Massachusetts Water Pollution Abatement Trust in a related action by the Commonwealth of Massachusetts. The remaining $5,438,395 and prejudgment interest of $670,033 was required to be paid to the SEC for remittance to the United States Treasury. Finally, the Morrison Order required Goldman Sachs to pay a civil money penalty in the amount of $3,750,000 to the SEC, of which $1,875,000 will be transferred to the MSRB in accordance with Section 15B(c)(9)(A) of the Exchange Act, and of which the remaining $1,875,000 will be transferred to the United States Treasury. The disgorgement, prejudgment interest and civil money penalty were all paid in full by submission of a wire to the SEC on October 3, 2012, and by submission of checks to the Commonwealth of Massachusetts and the Massachusetts Water Pollution Abatement Trust on October 4, 2012.

The SEC has alleged that Goldman Sachs conducted inadequate due diligence in certain offerings and, as a result, failed to form a reasonable basis for believing the truthfulness of certain material representations in official statements issued in connection with those offerings. This resulted in Goldman Sachs offering and selling municipal securities on the basis of materially misleading disclosure documents. The SEC alleged that Goldman Sachs willfully violated Section 17(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The violations discussed in the Order were self-reported by Goldman Sachs to the SEC pursuant to the Division of Enforcement’s Municipalities Continuing Disclosure Cooperation Initiative. Without admitting or denying the violations, Goldman Sachs consented to the entry of an Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Section 8A of the Securities Act and Section 15(b) of the Exchange Act, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order on June 18, 2015 by the SEC pursuant to which Goldman Sachs: (I) shall cease and desist from committing or causing any violations and any future violations of Section 17(a)(2) of the Securities Act; (II) paid a civil money penalty in the amount of $500,000 on June 25, 2015; and (III) shall comply with the undertakings enumerated in the Order, including retaining an independent consultant to conduct a review of Goldman Sachs’s policies and procedures as they relate to municipal securities underwriting due diligence and requires Goldman Sachs to adopt the independent consultant’s recommendations (unless the SEC finds a recommendation unduly burdensome, impractical, or inappropriate, in which case Goldman Sachs shall not be required to abide by, adopt, or implement that recommendation).

The SEC has found that Goldman Sachs did not have a system of risk management controls and supervisory procedures reasonably designed to manage the financial, regulatory, and other risks of market access in relation to its listed equity options business, which contributed to the entry of erroneous electronic options orders on multiple options exchanges on August 20, 2013. The SEC found that Goldman Sachs willfully violated Section 15(c)(3) of the Exchange Act and Rule 15c3-5 thereunder in relation to its controls and supervisory procedures addressing (I) the entry of orders that exceed appropriate pre-set credit or capital thresholds; (II) the entry of erroneous orders that exceed appropriate price or size parameters or that indicate duplicative orders; and (III) the management of software changes that impact order flow. Without admitting or denying the violations, Goldman Sachs consented to the entry of an Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Sections 15(b) and 21C of the Exchange Act, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order on June 30, 2015 by the SEC pursuant to which Goldman Sachs: (I) shall cease and desist from committing or causing any violations and any future violations of Section 15(c)(3) of the Exchange Act and Rule 15c3-5 thereunder; (II) is censured; and (III) paid a total civil money penalty of $7 million on June 30, 2015.

The SEC alleged that Goldman Sachs violated Regulation SHO under the Exchange Act by improperly relying Goldman Sachs’s automated locate function in the order management system without having confirmed the availability of the securities to be located.  In addition, the SEC alleged that Goldman Sachs employees did not provide sufficient and accurate information with respect to these locates in Goldman Sachs’s locate log, which must reflect the basis upon which Goldman Sachs provided the locates. The SEC alleged that Goldman Sachs willfully violated Rule 203(b)(1) of Regulation SHO and Section 17(a) of the Exchange Act.  Without admitting or denying the violations, Goldman Sachs consented to the entry by the SEC of an Order Instituting Administrative and Cease-and-Desist Proceedings, pursuant to Sections 15(b) and 21C of the Exchange Act, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (Release No. 34-76899, Jan. 14, 2016).  Pursuant to the Order, Goldman Sachs must cease and desist from committing or causing any violations and any future violations of Rule 203(b)(1) of Regulation SHO, and any violations and any future violations of Section 17(a) of the Exchange Act and Rule 203(b)(1)(iii) thereunder relating to short sale locate records.  Also pursuant to the Order, Goldman Sachs was censured and paid a civil money penalty in the amount of $15,000,000 on January 20, 2016.  The SEC stated that, in determining to accept Goldman Sachs’s offer of settlement, it considered certain remedial acts taken by Goldman Sachs.
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