SEC Form 4 · accession 0000769993-17-000119
GOLDMAN SACHS GROUP INC · GS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gary D Cohn
Officer — Former Director, Pres. and COO · Director
Period of report
Jan 23, 2017
Accepted (ET)
Jan 24, 2017 · 6:56 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000886982
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1 | Jan 23, 2017 | J | 151,064 | $232.25 | A | 783,113 | D | |
| Common Stock, par value $0.01 per shareF2 | Jan 23, 2017 | J | 70,859 | $232.25 | A | 853,972 | D | |
| Common Stock, par value $0.01 per shareF3 | Jan 23, 2017 | J | 4,732 | $232.25 | A | 858,704 | D | |
| Common Stock, par value $0.01 per shareF4 | Jan 24, 2017 | J | 82,204 | $233.45 | A | 940,908 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The Reporting Person acquired direct beneficial ownership of these shares, all of which the Reporting Person previously beneficially owned indirectly through a trust, the sole trustee of which is the Reporting Person's spouse and the sole beneficiaries of which are immediate family members of the Reporting Person. The shares were delivered to the Reporting Person by the trust as repayment in full by the trust for a promissory note of the Reporting Person with a principal amount (including accrued interest) of $35.1 million (reflecting a value of $232.25 per share, which was the average of the high and low trading prices of the Issuer's common stock on January 23, 2017). This transfer was exempt from Section 16 pursuant to Rule 16a-13 under the Securities Exchange Act of 1934, as amended (Rule 16a-13).
- F2The Reporting Person acquired direct beneficial ownership of these shares, all of which the Reporting Person previously beneficially owned indirectly through the trust referred to in footnote (1). The shares were delivered to the Reporting Person by the trust in exchange for the Reporting Person's issuance to the trust of a promissory note with a principal amount of $16.5 million (reflecting a value of $232.25 per share, which was the average of the high and low trading prices of the Issuer's common stock on January 23, 2017). Following this transfer and the transfer described in footnote (1), this trust no longer holds any shares of the Issuer's common stock. This transfer was exempt from Section 16 pursuant to Rule 16a-13.
- F3The Reporting Person acquired direct beneficial ownership of these shares, all of which the Reporting Person previously beneficially owned indirectly through a trust, the sole trustee of which is the Reporting Person's spouse and the sole beneficiaries of which are immediate family members of the Reporting Person. The shares were delivered to the Reporting Person by the trust in exchange for the Reporting Person's issuance to the trust of a promissory note with a principal amount of $1.1 million (reflecting a value of $232.25 per share, which was the average of the high and low trading prices of the Issuer's common stock on January 23, 2017). Following this transfer, this trust no longer holds any shares of the Issuer's common stock. This transfer was exempt from Section 16 pursuant to Rule 16a-13.
- F4The Reporting Person acquired direct beneficial ownership of these shares, all of which the Reporting Person previously beneficially owned indirectly as trustee of grantor retained annuity trusts (GRATs). The shares were delivered to the Reporting Person by the GRATs in exchange for cash (reflecting a value of $233.45, which was the average of the high and low trading prices of the Issuer's common stock on January 24, 2017). Following this transfer, the GRATs no longer hold any shares of the Issuer's common stock. This transfer was exempt from Section 16 pursuant to Rule 16a-13.