Gary D Cohn Form 4 GOLDMAN SACHS / GARY D COHN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

COHN GARY D

(Last) (First) (Middle)

C/O GOLDMAN, SACHS & CO.

200 WEST STREET

(Street)

NEW YORK NY 10282

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GOLDMAN SACHS GROUP INC [ GS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Former Director, Pres. and COO

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	01/23/2017		J(1)	V	151,064	A	$232.25(1)	783,113	D
Common Stock, par value $0.01 per share	01/23/2017		J(2)	V	70,859	A	$232.25(2)	853,972	D
Common Stock, par value $0.01 per share	01/23/2017		J(3)	V	4,732	A	$232.25(3)	858,704	D
Common Stock, par value $0.01 per share	01/24/2017		J(4)	V	82,204	A	$233.45(4)	940,908	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The 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).

2. The 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.

3. The 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.

4. The 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.

Remarks:

	/s/ Beverly L. O'Toole, Attorney-in-fact	01/24/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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