Edgar Filing: GOLDMAN SACHS GROUP INC

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

File No. 005-56295

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

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

Amendment No. 97

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)

The Goldman Sachs Group, Inc.
(Name of Issuer)

Common Stock, par value $.01 per share
(Title of Class of Securities)

38141G 10 4
(CUSIP Number)

Kenneth L. Josselyn
The Goldman Sachs Group, Inc.
200 West Street
New York, New York 10282
Telephone: (212) 902-1000
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)

December 31, 2018
(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 A.)
NUMBER OF 12,743,065 Voting Shares/2/ held by Covered Persons
SHARES 1,472 Shared Ownership Shares held by Covered Persons/3/
BENEFICIALLY 3,982,615 Sixty Day Shares held by Covered Persons/4/
OWNED BY 1,095,586 Other Shares held by Covered Persons/5/
EACH ----------------------------------------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER (See Item 6)
PERSON As to Voting Shares, less than 1%
WITH 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 17,822,738
---------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
---------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.79%
---------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON IN
---------------------------------------------------------------------------------------------------------------

--------
1 For a definition of this term, please see Item 2.
2 For a definition of this term, please see Item 6.
3 "Shared Ownership Shares" are shares of Common Stock (other than Other
Shares, as defined below) of which a Covered Person shares beneficial
ownership with someone other than the Covered Person's spouse. Each Covered
Person disclaims beneficial ownership of Shared Ownership Shares beneficially
owned by each other Covered Person.
4 "Sixty Day Shares" are shares of Common Stock deemed to be beneficially owned
under Rule 13d-3(d)(1) because a Covered Person has the right to acquire
beneficial ownership within 60 days of the date hereof. See Annex B for a
description of these shares. Upon acquisition by the Covered Person, these
shares will become Voting Shares. Each Covered Person disclaims beneficial
ownership of Sixty Day Shares beneficially owned by each other Covered Person.
5 "Other Shares" include: (i) 85,159 shares of Common Stock held by nine
private charitable foundations established by nine Covered Persons; (ii)
1,010,069 shares of Common Stock held by certain family members of Covered
Persons and by certain estate planning entities established by Covered
Persons; and (iii) 358 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)
---------------------------- ---------------- ---------------------------- ------------------

Fadi Abuali Canada/Kuwait David Chou UK
Charles F. Adams Gary W. Chropuvka
Nicole Vijay Agnew Canada Thalia Chryssikou Greece
Raanan A. Agus Massimiliano Ciardi Italy
Philip S. Armstrong UK Kent A. Clark Canada/USA
Aaron M. Arth Darren W. Cohen
Armen A. Avanessians Stephanie E. Cohen
Dean C. Backer Colin Coleman South Africa
Charles Baillie Denis P. Coleman III
Andrew J. Bagley UK Kathleen A. Connolly
Vivek J. Bantwal Thomas G. Connolly Ireland/USA
Jennifer A. Barbetta Karen R. Cook UK
Steven K. Barg Kenneth W. Coquillette
Thomas J. Barrett III Richard N. Cormack UK
Jonathan Barry David Coulson USA/UK
Steven M. Barry James V. Covello
Stacy Bash-Polley Christopher A. Crampton
Gareth W. Bater UK Jeffrey R. Currie
Jonathan Andrew Bagot Michael D. Daffey Australia
Bayliss UK Canute H. Dalmasse
Gerard M. Beatty Anne Marie B. Darling
Deborah R. Beckmann David H. Dase
Jonathan A. Beinner Michael J. Daum
Heather Bellini Jennifer L. Davis
Tracey E. Benford Francois-Xavier de Mallmann France/Switzerland
Philip R. Berlinski Belgium/USA Daniel L. Dees
Avanish R. Bhavsar Adam R. Dell
Michael Blum Massimo Della Ragione Italy
Stefan R. Bollinger Switzerland Olaf Diaz-Pintado Spain
Brian W. Bolster Joseph P. DiSabato
Jill A. Borst Michele I. Docharty
William C. Bousquette, Jr. Jeff Douthit
Sally A. Boyle UK Thomas M. Dowling
Michael J. Brandmeyer Robert Drake-Brockman UK
Jason H. Brauth Iain N. Drayton UK
Clarence K. Brenan Alessandro Dusi Italy
Samuel S. Britton Kenneth M. Eberts III
Michael Bruun Denmark David P. Eisman
Steven M. Bunson Charalampos Eliades Greece
Wei Cai Hong Kong James Ellery UK
Philippe L. Camu Belgium Kathleen G. Elsesser
Tavis Cannell UK/Ireland Edward A. Emerson Argentina/UK
Michael J. Carr James P. Esposito
David E. Casner Michael P. Esposito
Kenneth Gerard Castelino India Carl Faker France/Lebanon
Christian Channell UK Elizabeth C. Fascitelli
Sonjoy Chatterjee India Stephan J. Feldgoise
R. Martin Chavez Patrick J. Fels
Alex S. Chi Benjamin W. Ferguson

-3-

Carlos Fernandez-Aller Spain Peter Hermann Denmark
Jonathan H. Fine UK/USA Edouard Hervey France
Wolfgang Fink Germany Matthias Hieber Austria
Samuel W. Finkelstein Charles P. Himmelberg
Peter E. Finn Amanda S. Hindlian
David A. Fishman Martin Hintze Germany
Colleen A. Foster Kenneth L. Hirsch
David A. Fox Kenneth W. Hitchner
Sheara J. Fredman Dane E. Holmes
Christopher G. French UK Ning Hong China
David A. Friedland Harold P. Hope III
Richard A. Friedman Ericka T. Horan
Johannes P. Fritze Germany/USA Shin Horie Japan
Benjamin M. Frost Russell W. Horwitz
Andrew John Fry Australia James P. Houghton UK
Dino Fusco Erdit F. Hoxha Albania/UK
Jacques Gabillon France Pierre Hudry France
Charlie H. Gailliot Kathleen Hughes Ireland/USA
Christopher M. Gallea Ming Yunn Stephanie Hui UK/Hong Kong
Gonzalo R. Garcia Chile Irfan S. Hussain Pakistan
James R. Garman UK Russell E. Hutchinson Canada/USA
Gabriel Elliot Gelman Hidehiro Imatsu Japan
Matthew R. Gibson Timothy J. Ingrassia
Jeffrey M. Gido Omer Ismail USA/Pakistan
Gary T. Giglio William L. Jacob III
Nick V. Giovanni Nitin Jindal India
Joshua Glassman Christian W. Johnston Australia
John L. Glover III Andrew J. Jonas
Justin G. Gmelich Adrian M. Jones Ireland
Richard J. Gnodde Ireland/South Eric S. Jordan
Africa Roy R. Joseph Guyana
Cyril J. Goddeeris Canada Andrew J. Kaiser
Jeffrey B. Goldenberg Etsuko Kanayama Japan
Alexander S. Golten UK Vijay M. Karnani India
Court E. Golumbic Alan S. Kava
Parameswaran Gopikrishnan India Geraldine Keefe UK/Spain
Andrew M. Gordon Andre Helmut Kelleners Germany
Sarah J. Gray UK Kevin G. Kelly
Michael J. Graziano Christopher Keogh
Nishi Grose UK Aasem G. Khalil
Bradley J. Gross UK/USA Tammy A. Kiely
Peter Gross John J. Kim
Anthony Gutman UK/USA Robert C. King, Jr.
Carey Halio Shigeki Kiritani Japan
Elizabeth M. Hammack Marie Louise Kirk Denmark
David Hammond Maxim B. Klimov Ukraine
Joanne Hannaford UK Kathryn A. Koch US/UK
Jan Hatzius Germany Michael E. Koester
Brian Michael Haufrect J. Christopher A. Kojima Canada/USA

-4-

Adam M. Korn Sean T. McHugh
David J. Kostin John W. McMahon
Meena K. Lakdawala Richard P. McNeil Jamaica/USA
Tuan Lam Celine Mechain France
Eric S. Lane Avinash Mehrotra
David W. Lang Ali S. Melli Saint Kitts and
Bruce M. Larson Nevis
Hugh J. Lawson Xavier C. Menguy France
Scott L. Lebovitz David D. Miller
Brian J. Lee Milton R. Millman III
George C. Lee Jung Min
Gregory P. Lee Christina P. Minnis
Ronald Lee Kayhan Mirza Canada
David A. Lehman Masanori Mochida Japan
Todd W. Leland Timothy H. Moe Ireland
Gregg R. Lemkau Joseph Montesano
Gavin J. Leo-Rhynie USA/Jamaica Hari Moorthy
Deborah R. Leone Ricardo Mora
John R. Levene UK Sam Alexander Morgan UK
Brian T. Levine Thomas C. Morrow
Gwen R. Libstag Edward Gary Morse, Jr.
Dirk L. Lievens Belgium Sharmin Mossavar-Rahmani UK
Ryan D. Limaye Heather Louise Mulahasani
Luca M. Lombardi Italy Majedabadi Kohne UK
Victor M. Lopez-Balboa Takashi Murata Japan
Kyriacos Loupis Cyprus/USA Marc O. Nachmann
David B. Ludwig Ezra Nahum France/USA
Peter J. Lyon Jyothsna Natauri
Paget MacColl Jeffrey P. Nedelman
John G. Madsen Australia/UK/
Raja Mahajan Dimitrios Nikolakopoulos Greece
John A. Mahoney Adam J. Nordin
Puneet Malhi UK Fergal J. O'Driscoll Ireland
Raghav Maliah India Gregory G. Olafson Canada
John V. Mallory Jernej Omahen Slovenia
Richard M. Manley UK Timothy J. O'Neill
Clifton C. Marriott USA/UK Lisa Opoku
Michael C. J. Marsh UK Peter C. Oppenheimer UK
Elizabeth Gregory Martin Michael Martin Paese
Sarah Marie Martin Gregory K. Palm
Alison J. Mass James R. Paradise UK
Robert A. Mass Paul Gray Parker
Jason L. Mathews Francesco Pascuzzi Italy
Kathy M. Matsui Anthony W. Pasquariello
Alexander Mayer Germany Sheila H. Patel
John J. McCabe Nirubhan Pathmanabhan UK
Matthew B. McClure UK David B. Philip
Dermot W. McDonogh Ireland Nicholas W. Phillips UK
Brendan Michael McGovern Ellen R. Porges
John J. McGuire, Jr.

-5-

Kim-Thu Posnett Michael H. Siegel
Dmitri Potishko Australia Richard L. Siewert, Jr.
Alexander E. Potter Suhail A. Sikhtian
Dina Powell Jason E. Silvers
Gilberto Pozzi Italy Kurt N. Simon
Macario Prieto Spain Nicholas Sims Australia
Robert Pulford UK Gavin Simms UK
Xiao Qin UK Michael L. Simpson
John J. Rafter Ireland Kristin O. Smith
Sumit Rajpal Marshall Smith
Ganesh Ramani India Sarah E. Smith UK
Richard N. Ramsden UK David M. Solomon
Marko John Ratesic Mark R. Sorrell UK
Andrew K. Rennie Australia/UK Christoph W. Stanger Austria
Lawrence J. Restieri, Jr. Esta E. Stecher
James H. Reynolds France Laurence Stein South
Africa/USA
Kate D. Richdale UK Kevin M. Sterling
Michael J. Richman John D. Storey Australia
Francois J. Rigou France Patrick M. Street UK
Michael Rimland Steven H. Strongin
Scott M. Rofey Joseph Struzziery III
John F. W. Rogers Ram K. Sundaram India
Scott A. Romanoff Li Hui Suo China
Johannes Rombouts The Netherlands Robert J. Sweeney
Simon A. Rothery Australia Michael S. Swell
Jason T. Rowe Joseph D. Swift
David T. Rusoff Aurora J. Swithenbank USA/UK
Peter C. Russell Gene T. Sykes
Colin J. Ryan Ireland Christopher W. Taendler
Mahesh Saireddy Harit Talwar
Julian Salisbury UK Megan M. Taylor
Thierry Sancier France Richard J. Taylor UK
Luke A. Sarsfield III Pawan Tewari
Adam H. Savarese David S. Thomas
Jason M. Savarese Ben W. Thorpe UK
John R. Sawtell UK Oliver Thym Germany
Susan J. Scher Andrew R. Tilton
Stephen M. Scherr Joseph K. Todd
Clare R. Scherrer Klaus B. Toft Denmark
Joshua S. Schiffrin Hiroyuki Tomokiyo Japan
Stephen B. Scobie UK Thomas Tormey
John A. Sebastian Padideh Nora Trojanow USA/UK
Stacy D. Selig Kenro Tsutsumi Japan
Gaurav Seth India Eiji Ueda Japan
Karen Patton Seymour Toshihiko Umetani Japan
Ashish Shah Peter van der Goes, Jr.
Kunal K. Shah UK Mark A. Van Wyk
Konstantin A. Shakhnovich Damien R. Vanderwilt Australia/UK
Heather K. Shemilt Canada Jonathan R. Vanica

-6-

Ashok Varadhan David D. Wildermuth
Andrea Vella Italy Andrew F. Wilson New Zealand
Rajesh Venkataramani Andrew E. Wolff
Simone Verri Italy Neil Edward Wolitzer
Matthew P. Verrochi Denise A. Wyllie UK
Jeffrey L. Verschleiser Yoshihiko Yano Japan
Robin A. Vince UK/USA Shinichi Yokote Japan
John E. Waldron W. Thomas York, Jr.
Simon R. Watson UK Wassim G. Younan Lebanon/UK
Jeffrey S. Wecker Han Song Zhu China
Peter A. Weidman Adam J. Zotkow
Ronnie A. Wexler
Elisha Wiesel

-7-

This Amendment No. 97 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. 97 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 to below five
percent of the total number of shares of Common Stock outstanding, in part due
to individuals ceasing to be Covered Persons.

ITEM 1. Security and Issuer

This Schedule relates to the Common Stock, par value $.01 per share
(the "Common Stock"), of The Goldman Sachs Group, Inc. ("GS Inc."), a Delaware
corporation. The address of the principal executive offices of GS Inc. is 200
West Street, New York, New York 10282.

ITEM 2. Identity and Background

(a), (b), (c), (f) The cover page to this Schedule and Appendix A
hereto contain the names of the individuals ("Covered Persons") who are parties
to an Amended and Restated Shareholders' Agreement, originally dated as of
May 7, 1999 and amended and restated effective as of January 15, 2015 (as
amended from time to time, the "Shareholders' Agreement"). This filing is being
made on behalf of all of the Covered Persons, and their agreement that this
filing may be so made is contained in the Shareholders' Agreement.

Appendix A hereto also provides the citizenship of each Covered
Person. Each Covered Person is a current or former Participating Managing
Director (as defined in Item 6 below) of GS Inc. or one of its affiliates. GS
Inc. is a global investment banking, securities and investment management firm.
The business address of each Covered Person for purposes of this Schedule is
200 West Street, New York, New York 10282.

(d), (e) During the last five years no Covered Person has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding or a judicial or
administrative body of competent jurisdiction resulting in such Covered Person
being subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.

ITEM 3. Source and Amount of Funds or Other Consideration

The Covered Persons have acquired and will acquire shares of Common
Stock in the following manners: (i) the former profit participating limited
partners active in the business of The Goldman Sachs Group, L.P. ("Group L.P.")
(the "IPO PMDs") acquired certain shares of Common Stock in exchange for their
interests in Group L.P. and certain of its affiliates and investee
corporations; (ii) the former owners (the "Acquisition Covered Persons") of
Hull and Associates, L.L.C. ("Hull") and Goldman Sachs & Partners Australia
Group Holdings Pty Ltd ("GS&PA") acquired certain shares of Common Stock in
exchange for their interests in Hull and GS&PA, respectively; and (iii) certain
Covered Persons have acquired and will acquire beneficial ownership of certain
shares of Common Stock in connection with GS Inc.'s initial public offering
and/or pursuant to GS Inc.'s employee compensation, benefit or similar plans.

Covered Persons may from time to time acquire shares of Common Stock
for investment purposes. Such Common Stock may be acquired with personal funds
of or funds borrowed by such Covered Person.

ITEM 4. Purpose of Transactions

The Covered Persons, other than the Acquisition Covered Persons,
acquired certain shares of Common Stock in connection with the succession of GS
Inc. to the business of Group L.P. and GS Inc.'s initial public offering and/or
through certain employee compensation, benefit or similar plans of GS Inc. The
Acquisition Covered Persons acquired certain shares of Common Stock in
connection with the acquisition by GS Inc. of Hull or GS&PA, as applicable, and
through certain employee compensation, benefit or similar plans of GS Inc.

Covered Persons may from time to time acquire shares of Common Stock
for investment purposes. Except as described herein and in Annex A and except
for the acquisition by Covered Persons of Common Stock

-8-

pursuant to employee compensation, benefit or similar plans of GS Inc. in the
future or as described above, none of the Covered Persons has any plans or
proposals which relate to or would result in the acquisition of additional
Common Stock by them or any of the other events described in Item 4(a) through
4(j).

Each Covered Person is expected to evaluate on an ongoing basis GS
Inc.'s financial condition and prospects and his or her interests in and with
respect to GS Inc. Accordingly, each Covered Person may change his or her plans
and intentions at any time and from time to time. In particular, each Covered
Person may at any time and from time to time acquire or dispose of shares of
Common Stock.

ITEM 5. Interest in Securities of the Issuer

(a) Rows (11) and (13) of the cover page to this Schedule and Appendix
A are hereby incorporated by reference. Each Covered Person hereby disclaims
beneficial ownership of any shares of Common Stock held by any other Covered
Person. Except as described in Annex B, none of the shares of Common Stock
reported in rows (11) and (13) of the cover page to this Schedule and Appendix
A are shares as to which there is a right to acquire exercisable within 60 days.

(b) Rows (7) through (10) of the cover page to this Schedule set forth
for each Covered Person: the percentage range of Voting Shares, Shared
Ownership Shares, Sixty Day Shares and Other Shares (each as defined on the
cover page hereof) as to which there is sole power to vote or direct the vote
or to dispose or direct the disposition or shared power to vote or direct the
vote or to dispose or direct the disposition. The power to vote Voting Shares
by Covered Persons is shared with each other Covered Person, as described below
in response to Item 6. Each Covered Person hereby disclaims beneficial
ownership of any shares of Common Stock held by any other Covered Person.

(c) Except as described in Annex C or previously reported on Schedule
13D, no Covered Person has effected any transactions in Common Stock in the 60
days preceding December 31, 2018.

(d) Not applicable.

(e) The Covered Persons ceased to be the beneficial owners of more
than five percent of the total number of shares of Common Stock outstanding on
December 31, 2018.

ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer

Each Covered Person listed on the cover page to this Schedule and
Appendix A hereto is a party to the Shareholders' Agreement. The Shareholders'
Agreement and forms of the Counterparts to the Shareholders' Agreement are
filed as Exhibits to this Schedule, and the following summary of the terms of
the Shareholders' Agreement is qualified in its entirety by reference thereto.
References to the "board of directors" are to the board of directors of GS Inc.

The Covered Persons under the Shareholders' Agreement include all
Managing Directors of GS Inc. who participate in the GS Inc. Partner
Compensation Plan or Restricted Partner Compensation Plan (each as defined in
the Shareholders' Agreement) or any other employee benefit plan specified by
the Shareholders' Committee described below under "Information Regarding the
Shareholders' Committee" (the "Participating Managing Directors").

The "Voting Shares" include all of the shares of Common Stock of which
a Covered Person (or, in approved cases, his or her spouse or domestic partner)
is the sole beneficial owner (excluding shares of Common Stock held by the
trust underlying The Goldman Sachs 401(k) Plan). The interest of a spouse or
domestic partner in a joint account, an economic interest of GS Inc. as
pledgee, and the interest of certain persons in approved estate planning
vehicles will be disregarded for the purposes of determining whether a Covered
Person is the sole beneficial owner of shares of Common Stock.

-9-

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 certain approved estate planning vehicles established by
Covered Persons or, as applicable, by the Covered Person's spouse or domestic
partner are generally deemed to count toward the satisfaction of the Transfer
Restrictions.

For these purposes, "Covered Shares," with respect to a Covered
Person, will be recalculated each time the Covered Person receives Common Stock
underlying an award of restricted stock units, exercises a stock option (not
including, in each case, awards in connection with GS Inc.'s initial public
offering) or receives an award of restricted stock. The calculation of Covered
Shares will include the gross number of shares underlying such restricted stock
units or stock options or the gross number of shares of restricted stock, in
each case less (i) a number of shares determined by reference to tax rates
specified by the Shareholders' Committee and (ii) the number of shares
necessary to cover the option exercise price, if applicable (all as calculated
pursuant to a formula set out in the Shareholders' Agreement). The calculation
of Covered Shares will only take into account awards that occurred after the
Covered Person became a Participating Managing Director. The Shareholders'
Committee has the power to determine, and has determined from time to time in
particular situations, whether restricted stock or shares of Common Stock
delivered pursuant to restricted stock units or stock options are deemed
"Covered Shares."

WAIVERS

The Shareholders' Committee has the power to waive, and has waived,
the Transfer Restrictions from time to time to permit Covered Persons to
transfer Common Stock in particular situations (such as transfers to family
members, partnerships or trusts), but not generally. The Shareholders'
Committee also has the power to waive the Transfer Restriction to permit
Covered Persons to: participate as sellers in underwritten public offerings of,
and stock repurchase programs and tender and exchange offers by GS Inc. for,
Common Stock; transfer Common Stock to charities, including charitable
foundations; and transfer Common Stock held in employee benefit plans. Taking
into account the Shareholders' Committee's waivers and determinations regarding
Covered Shares to date, 6,322,661 shares of Common Stock are subject to the
Transfer Restrictions as December 31, 2018.

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.

-10-

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.

EMPLOYEE BENEFIT PLAN TRANSFER RESTRICTIONS

Shares of Common Stock delivered to Covered Persons pursuant to
certain GS Inc. employee compensation plans and arrangements are subject to
restrictions on transfer. These restrictions lapse at various times depending
on the terms of the grant or award.

REGISTRATION RIGHTS INSTRUMENT FOR FORMER EMPLOYEE MANAGING DIRECTORS

In connection with the sale by certain Covered Persons (the "Former
Employee Managing Directors") of shares of Common Stock acquired from GS Inc.
pursuant to the terms of restricted stock units, GS Inc. entered into a
Supplemental Registration Rights Instrument, dated as of June 19, 2000 (the
"EMD Supplement"), which supplements the Registration Rights Instrument, dated
as of December 10, 1999 (the "Registration Rights Instrument"). The following
is a description of the Registration Rights Instrument, as supplemented by the
EMD Supplement. The Registration Rights Instrument and the EMD Supplement are
filed as Exhibits to this Schedule, and the following summary of these
agreements is qualified in its entirety by reference thereto.

-11-

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 D.

-12-

Material to be Filed as Exhibits

Exhibit Description
------- ----------------------------------------------------------------------

A. Registration Rights Instrument, dated as of December 10, 1999
(incorporated by reference to Exhibit G to Amendment No. 1 to the
Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)).

B. Form of Counterpart to Shareholders' Agreement for former profit
participating limited partners of The Goldman Sachs Group, L.P.
(incorporated by reference to Exhibit I to Amendment No. 2 to the
Initial Schedule 13D, filed June 21, 2000 (File No. 005-56295)).

C. Form of Counterpart to Shareholders' Agreement for non-U.S.
corporations (incorporated by reference to Exhibit L to Amendment
No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File
No. 005-56295)).

D. Form of Counterpart to Shareholders' Agreement for non-U.S. trusts
(incorporated by reference to Exhibit M to Amendment No. 3 to the
Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)).

E. Supplemental Registration Rights Instrument, dated as of June 19, 2000
(incorporated by reference to Exhibit R to Amendment No. 5 to the
Initial Schedule 13D, filed August 2, 2000 (File No. 005-56295)).

F. Power of Attorney (incorporated by reference to Exhibit F to Amendment
No. 91 to the Initial Schedule 13D, filed February 9, 2016 (File
No. 005-56295)).

G. Form of Written Consent Relating to Sale and Purchase of Common Stock
(incorporated by reference to Exhibit FF to Amendment No. 35 to the
Initial Schedule 13D, filed January 8, 2003 (File No. 005-56295)).

H. Amended and Restated Shareholders' Agreement, effective as of
January 15, 2015 (incorporated by reference to Exhibit 10.6 to GS
Inc.'s Annual Report on Form 10-K for the fiscal year ended
December 31, 2014 (File No. 001-14965)).

-13-

ANNEX A

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

As of December 31, 2018, one or more Covered Persons are parties to sales plans
intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934,
as amended, pursuant to which such Covered Person(s) may in the future sell up
to 24,698 Covered Shares in the aggregate.

-14-

ANNEX B

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

Up to 3,982,615 shares of Common Stock are deliverable pursuant to the terms of
an equal number of restricted stock units, pending satisfaction of certain
conditions of delivery.

The share amounts given above include the gross number of shares of Common
Stock underlying these restricted stock units, 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 December 31, 2018. Upon delivery of the shares pursuant to
the terms of the restricted stock units, a net amount of shares will be
actually delivered to the Covered Person, with some shares withheld for tax
payments 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.

-15-

ANNEX C

ITEM 5(C). DESCRIPTION OF ALL TRANSACTIONS IN THE COMMON STOCK EFFECTED BY
COVERED PERSONS IN THE PAST 60 DAYS AND NOT PREVIOUSLY REPORTED
ON SCHEDULE 13D.

The following sales of Voting Shares were made by the following Covered Persons
through one or more subsidiaries of GS Inc. for cash on the New York Stock
Exchange or by delivery to counterparties upon settlement of derivative
transactions:

Price Per Share
Covered Person Trade Date Number of Shares (in $)
-------------- ----------------- ---------------- ---------------

Xiao Qin November 5, 2018 2,000 228.3665
Gene T. Sykes* November 7, 2018 5,000 229.0223
Kenro Tsutsumi November 7, 2018 1,000 230.0500
James R. Garman November 8, 2018 6,192 232.5817
Clare R. Scherrer November 8, 2018 9,824 232.1049
Jonathan R. Vanica November 8, 2018 6,328 231.0000
Dmitri Potishko November 9, 2018 2,160 229.1102
Gene T. Sykes* November 9, 2018 5,000 227.6628
Ram K. Sundaram* November 12, 2018 500 206.7640
Armen A. Avanessians* November 20, 2018 14,240 191.3400
Jeffrey B. Goldenberg November 20, 2018 1,709 192.3790
James R. Paradise November 20, 2018 2,500 191.0836
James R. Paradise November 20, 2018 2,500 193.2264
James R. Paradise November 20, 2018 5,000 192.6447
Eiji Ueda November 20, 2018 10,502 195.1000
James R. Paradise November 21, 2018 2,500 192.5286

* 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 $)
-------------- ----------------- ---------------- ---------------

Fadi Abuali* November 12, 2018 500 212.0000
Fadi Abuali* November 14, 2018 500 200.0000
Richard A. Friedman November 14, 2018 50,000 200.0000
Dirk L. Lievens November 19, 2018 1,000 201.8300
Armen A. Avanessians November 20, 2018 20,454 191.3400
David Chou November 23, 2018 3,000 189.7647
Richard A. Friedman November 23, 2018 50,000 190.4770

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

-16-

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:

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

Masanori Mochida November 9, 2018 84,076 78.78 54,264 231.6500 29,812
Masanori Mochida November 9, 2018 103,301 78.78 66,455 231.6200 36,846
Gregory K. Palm December 26, 2018 7,701 78.78 5,907 156.9900 1,794
Gregory K. Palm December 26, 2018 27,255 78.78 20,904 156.9900 6,351
Gregory K. Palm December 27, 2018 34,956 78.78 26,650 160.1200 8,306
Shinichi Yokote November 21, 2018 6,660 78.78 4,531 192.8900 2,129
W. Thomas York, Jr. November 19, 2018 3,000 78.78 2,147 200.8800 853
W. Thomas York, Jr. November 21, 2018 3,000 78.78 2,170 192.8900 830
W. Thomas York, Jr. November 21, 2018 2,000 78.78 1,445 194.1400 555
W. Thomas York, Jr. November 23, 2018 2,000 78.78 1,454 189.4800 546

-17-

ANNEX D

ITEM 6. DESCRIPTION OF POSITIONS IN DERIVATIVE INSTRUMENTS OF COVERED
PERSONS.

The following Covered Persons have written or purchased American-style
standardized call options or put options on Voting Shares. The following sets
forth the terms of options that were in place on December 31, 2018:

Strike
Instrument and Number of Price
Covered Person Position Shares (in $) Maturity Date
-------------- -------------- --------- ------ ----------------

Steven M. Bunson Call Written 1,200 255 January 18, 2019
Christian Channell Call Written 300 225 April 18, 2019
Christian Channell Call Written 300 230 April 18, 2019
Ming Yunn Stephanie Hui* Call Written 10,000 270 April 18, 2019

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

-18-

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: January 11, 2019

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

-19-

EXHIBIT INDEX

Exhibit Description
------- ----------------------------------------------------------------------

A. Registration Rights Instrument, dated as of December 10, 1999
(incorporated by reference to Exhibit G to Amendment No. 1 to the
Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)).

F. Power of Attorney (incorporated by reference to Exhibit F to Amendment
No. 91 to the Initial Schedule 13D, filed February 9, 2016 (File
No. 005-56295)).