UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
STAGWELL INC.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
552697104
(CUSIP Number)
David S. Thomas, Esq.
Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282
(212) 902-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With a copy to:
Mark H. Lucas, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004
(212) 859-8000
June 6, 2023
(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(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 17 Pages)
*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. 552697104 | SCHEDULE 13D | Page 2 of 17 Pages |
| 1 | NAMES OF REPORTING PERSONS | ||||
| 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 (See Item 3) | |||||
| 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 | ||||
| 16,856,440 (See Items 3, 4 and 5) | |||||
| 9 | SOLE DISPOSITIVE POWER | ||||
| -0- | |||||
| 10 | SHARED DISPOSITIVE POWER | ||||
| 16,856,440 (See Items 3, 4 and 5) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 16,856,440 (See Items 3, 4 and 5) | |||||
| 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) | ||||
| 14.7% (See Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| HC-CO | |||||
| CUSIP No. 552697104 | SCHEDULE 13D | Page 3 of 17 Pages |
| 1 | NAMES OF REPORTING PERSONS | ||||
| 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) | ||||
WC; AF (See Item 3) | |||||
| 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 | ||||
16,856,440 (See Items 3, 4 and 5)* | |||||
| 9 | SOLE DISPOSITIVE POWER | ||||
| -0- | |||||
| 10 | SHARED DISPOSITIVE POWER | ||||
| 16,856,440 (See Items 3, 4 and 5) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 16,856,440 (See Items 3, 4 and 5) | |||||
| 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) | ||||
| 14.7% (See Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| BD-IA | |||||
| CUSIP No. 552697104 | SCHEDULE 13D | Page 4 of 17 Pages |
| 1 | NAMES OF REPORTING PERSONS | ||||
| Broad Street Principal Investments, 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 (See Item 3) | |||||
| 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 | ||||
16,847,220 (See Items 3, 4 and 5) | |||||
| 9 | SOLE DISPOSITIVE POWER | ||||
| -0- | |||||
| 10 | SHARED DISPOSITIVE POWER | ||||
16,847,220 (See Items 3, 4 and 5) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
16,847,220 (See Items 3, 4 and 5) | |||||
| 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) | ||||
| 14.7% (See Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| OO | |||||
| CUSIP No. 552697104 | SCHEDULE 13D | Page 5 of 17 Pages |
| 1 | NAMES OF REPORTING PERSONS | ||||
| StoneBridge 2017, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| 3 | SEC USE ONLY | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||
| WC (See Item 3) | |||||
| 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 | ||||
16,847,220 (See Items 3, 4 and 5) | |||||
| 9 | SOLE DISPOSITIVE POWER | ||||
| -0- | |||||
| 10 | SHARED DISPOSITIVE POWER | ||||
16,847,220 (See Items 3, 4 and 5) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
16,847,220 (See Items 3, 4 and 5) | |||||
| 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) | ||||
| 14.7% (See Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| PN | |||||
| CUSIP No. 552697104 | SCHEDULE 13D | Page 6 of 17 Pages |
| 1 | NAMES OF REPORTING PERSONS | ||||
| StoneBridge 2017 Offshore, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| 3 | SEC USE ONLY | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||
| WC (See Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
| -0- | |||||
| 8 | SHARED VOTING POWER | ||||
16,847,220 (See Items 3, 4 and 5) | |||||
| 9 | SOLE DISPOSITIVE POWER | ||||
| -0- | |||||
| 10 | SHARED DISPOSITIVE POWER | ||||
16,847,220 (See Items 3, 4 and 5) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
16,847,220 (See Items 3, 4 and 5) | |||||
| 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) | ||||
| 14.7% (See Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| PN | |||||
| CUSIP No. 552697104 | SCHEDULE 13D | Page 7 of 17 Pages |
| 1 | NAMES OF REPORTING PERSONS | ||||
| Bridge Street Opportunity Advisors, 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) | ||||
AF (See Item 3) | |||||
| 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 | ||||
16,847,220 (See Items 3, 4 and 5) | |||||
| 9 | SOLE DISPOSITIVE POWER | ||||
| -0- | |||||
| 10 | SHARED DISPOSITIVE POWER | ||||
16,847,220 (See Items 3, 4 and 5) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
16,847,220 (See Items 3, 4 and 5) | |||||
| 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) | ||||
| 14.7% (See Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| OO | |||||
This Amendment No. 9 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on March 15, 2017, as amended and supplemented by Amendment No. 1 filed by the Reporting Persons on March 24, 2017, Amendment No. 2 filed by the Reporting Persons on March 14, 2019, Amendment No. 3 filed by the Reporting Persons on December 23, 2020, Amendment No. 4 filed by the Reporting Persons on April 21, 2021, Amendment No. 5 filed by the Reporting Persons on July 13, 2021, Amendment No. 6 filed by the Reporting Persons on August 4, 2021, Amendment No. 7 filed by the Reporting Persons on November 8, 2021 and Amendment No. 8 filed by the Reporting Persons on March 14, 2023 (the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms not otherwise defined in this Amendment shall have the same meanings ascribed thereto in the Original Schedule 13D.
This Amendment No. 9 is being filed by the Reporting Persons on a voluntary basis solely to disclose a change in the Reporting Persons’ percentage beneficial ownership of the outstanding Class A Shares of the Issuer as a result of the Issuer’s repurchase of approximately 8.1% of its outstanding Class A Shares. On May 23, 2023, the Issuer completed the repurchase of 23,328,154 shares of its Class A Shares from affiliates of AlpInvest Partners B.V. for $6.43 per share and retired such repurchased shares (the “AlpInvest Repurchase”) pursuant to a Stock Repurchase Agreement, dated as of May 9, 2023, by and between the Issuer and certain selling stockholders. Following the AlpInvest Repurchase, there were 114,497,949 Class A Shares of the Issuer outstanding, as well as 151,648741 shares of the Issuer’s Class C common stock, par value $0.000001 per share.
As disclosed herein, each Reporting Person’s percentage beneficial ownership of the Class A Shares of the Issuer gives effect to the reduction in the outstanding number of Class A Shares of the Issuer effected by the AlpInvest Repurchase.
Item 2. Identity and Background.
This Amendment amends Item 2 of the Original Schedule 13D 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 5. Interest in Securities of the Issuer.
This Amendment amends and restates the second paragraph of Item 5 through the fifth paragraph of Item 5 of the Original Schedule 13D in its entirety as set forth below:
“(a)-(b) The following disclosure assumes there are 114,497,949 Class A Shares of the Issuer outstanding as of May 23, 2023, as reported on the Issuer’s Form 8-K, filed on May 23, 2023 and all percentages presented herein are based thereon.
As of June 6, 2023, GS Group and Goldman Sachs may be deemed to share beneficial ownership of 16,856,440 Class A Shares of the Issuer (representing approximately 14.7% of the total number of Class A Shares), which number includes 9,220 Class A Shares acquired by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities and 16,847,220 Class A Shares directly held by BSPI and the Employee Funds. The other Reporting Persons may be deemed to share beneficial ownership of the 16,847,220 Class A Shares of the Issuer (representing approximately 14.7% of the total number of Class A Shares) directly held by BSPI and the Employee Funds.”
This Amendment amends and restates the thirteenth paragraph of Item 5 of the Original Schedule 13D in its entirety as set forth below:
“No transactions in the Class A Shares were effected by any Reporting Person or, to the knowledge of the Reporting Persons, any of the persons listed on Schedule I, Schedule II-A or Schedule II-B, during the sixty-day period from April 7, 2023 through June 6, 2023, except for internal transfers.”
SIGNATURE
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: June 8, 2023
| The Goldman Sachs Group, Inc. | |||
| By: | /s/ Jamison Yardley | ||
| Name: | Jamison Yardley | ||
| Title: | Attorney in Fact | ||
| Goldman Sachs & Co. LLC | |||
| By: | /s/ Jamison Yardley | ||
| Name: | Jamison Yardley | ||
| Title: | Attorney in Fact | ||
| Broad Street Principal Investments, L.L.C. | |||
| By: | /s/ Jamison Yardley | ||
| Name: | Jamison Yardley | ||
| Title: | Attorney in Fact | ||
| StoneBridge 2017, L.P. | |||
| By: | Bridge Street Opportunity Advisors, L.L.C. its General Partner | ||
| By: | /s/ Jamison Yardley | ||
| Name: | Jamison Yardley | ||
| Title: | Attorney in Fact | ||
| StoneBridge 2017 Offshore, L.P. | ||||
| By: | Bridge Street Opportunity Advisors, L.L.C. its General Partner | |||
| By: | /s/ Jamison Yardley | |||
| Name: | Jamison Yardley | |||
| Title: | Attorney in Fact | |||
| Bridge Street Opportunity Advisors, L.L.C. | ||||
| By: | /s/ Jamison Yardley | |||
| Name: | Jamison Yardley | |||
| Title: | Attorney in Fact | |||
SCHEDULE I
The name of each director and executive officer 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, Philip R. Berlinski is also a citizen of Belgium and the United Kingdom, 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 |
| David M. Solomon | Chairman and Chief Executive Officer of The Goldman Sachs Group, Inc. |
| Philip R. Berlinski | Global Treasurer of The Goldman Sachs Group, Inc. |
| M. Michele Burns | Former Chairman and Chief Executive Officer, Mercer LLC; Former Chief Financial Officer of each of: Marsh & McLennan Companies, Inc., Mirant Corp. and Delta Air Lines, Inc. |
| Denis P. Coleman III | Chief Financial Officer of The Goldman Sachs Group, Inc. |
| Mark A. Flaherty | Former Vice Chairman, Wellington Management Company |
| Sheara J. Fredman | Chief Accounting Officer of The Goldman Sachs Group, Inc. |
| Kimberley D. Harris | Executive Vice President of Comcast Corporation; Executive Vice President and General Counsel of NBCUniversal |
| Kevin Johnson | Former President and Chief Executive Officer, Starbucks Corporation |
| Ellen J. Kullman | Executive Chair, Carbon, Inc. |
| Brian J. Lee | Chief Risk Officer of The Goldman Sachs Group, Inc. |
| Lakshmi N. Mittal | Executive Chairman of ArcelorMittal S.A. |
| Adebayo O. Ogunlesi | Chairman and Chief Executive Officer of Global Infrastructure Partners |
| Peter Oppenheimer | Former Senior Vice President and Chief Financial Officer of Apple, Inc. |
| John F.W. Rogers | Executive Vice President of The Goldman Sachs Group, Inc. |
| Kathryn H. Ruemmler | Chief Legal Officer and General Counsel of The Goldman Sachs Group, Inc. |
| Ericka T. Leslie | Chief Administrative Officer of The Goldman Sachs Group, Inc. |
| Jan E. Tighe | Former Vice Admiral, United States Navy |
| Jessica R. Uhl | Former Chief Financial Officer of Shell plc |
| David A. Viniar | Former Chief Financial Officer of The Goldman Sachs Group, Inc. |
| John E. Waldron | President and Chief Operating Officer of The Goldman Sachs Group, Inc. |
SCHEDULE II-A
The name and principal occupation of each member of the Goldman Sachs Asset Management Corporate Investment Committee, which exercises the authority of Goldman Sachs & Co. LLC in managing BSPI, SB Employee Fund, SB Employee Fund Offshore and Bridge Street 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 Joe DiSabato is 555 California Street, 45th Floor, San Francisco, CA 94104. The business address of each of Michael Bruun, James Reynolds, Michele Titi-Cappelli and Jose Barreto is Plumtree Court, 25 Shoe Lane, London EC4A 4AU, England. The business address of each of Stephanie Hui and Michael Hui is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong.
All members listed below are United States citizens, except as follows: Stephanie Hui and Julian Salisbury are citizens of the United Kingdom; James Reynolds is a citizen of France; Adrian M. Jones is a citizen of Ireland; Nicole Agnew, Chris Kojima and Gregory Olafson are citizens of Canada; Michele Titi-Cappelli is a citizen of Italy and Michael Hui is a citizen of the People’s Republic of China (Hong Kong permanent resident); Harsh Nanda is a citizen of India; Jose Barreto is a citizen of Portugal; and Michael Bruun is a citizen of Denmark.
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 |
| Joe DiSabato | Managing Director of Goldman Sachs & Co. LLC |
| Bradley J. Gross | Managing Director of Goldman Sachs & Co. LLC |
| Stephanie Hui | Managing Director of Goldman Sachs (Asia) L.L.C. |
| Adrian M. Jones | Managing Director of Goldman Sachs & Co. LLC |
| Scott Lebovitz | Managing Director of Goldman Sachs & Co. LLC |
| Jo Natauri | Managing Director of Goldman Sachs & Co. LLC |
| James Reynolds | Managing Director of Goldman Sachs International |
| David Thomas | Managing Director of Goldman Sachs & Co. LLC |
| Harsh Nanda | Managing Director of Goldman Sachs & Co. LLC |
| Anthony Arnold | Managing Director of Goldman Sachs & Co. LLC |
| Michele Titi-Cappelli | Managing Director of Goldman Sachs International |
| Beat Cabiallavetta | Managing Director of Goldman Sachs & Co. LLC |
| Julian Salisbury | Managing Director of Goldman Sachs & Co. LLC |
| Maxine Sleeper | Managing Director of Goldman Sachs & Co. LLC |
| Harvey Shapiro | Managing Director of Goldman Sachs & Co. LLC |
| Danielle Natoli | Managing Director of Goldman Sachs & Co. LLC |
| Thomas McAndrew | Managing Director of Goldman Sachs & Co. LLC |
| Kenneth Pontarelli | Managing Director of Goldman Sachs & Co. LLC |
Michael Hui | Managing Director of Goldman Sachs (Asia) L.L.C. |
Jose Baretto | Managing Director of Goldman Sachs International |
Leonard Seevers | Managing Director of Goldman Sachs & Co. LLC |
| Gregory Olafson | Managing Director of Goldman Sachs & Co. LLC |
Tamilla Ghodsi | Managing Director of Goldman Sachs & Co. LLC |
SCHEDULE II-B
The name, position and present principal occupation of each executive officer of (i) BSPI, and (ii) Bridge Street, the general partner of each of SB Employee Fund and SB Employee Fund Offshore, 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 Joseph P. DiSabato, Jason Kreuziger, and David Campbell is 555 California Street, San Francisco, CA 94104. The business address of each of Oksana Beard, David Bell, Justin Betzen, Katherine Bloom, Michael Watts, Christopher (Chance) Monroe, Christopher Nelson, Clayton Wilmer and Daniel Farrar is 2001 Ross Avenue, Suite 2800, Dallas, TX 75201. The business address of Johanna Volpi is 30 Hudson Street, Jersey City, NJ 07302. The business address of each of David Miller, Taylor Mefford and Gregory Watts is 11605 Haynes Bridge Rd. Suite 695, Alpharetta, GA 30009. The business address of Ryan Flanagan is 8105 Irvine Center Dr #560, Irvine, CA 92618.
All executive officers listed below are United States citizens, except as follows: Cedric Lucas is a citizen of France; Adrian M. Jones is a citizen of Ireland; Anthony Arnold is a citizen of the United Kingdom; Beat Cabiallavetta is a citizen of Switzerland; Harsh Nanda is a citizen of India, David Campbell is a citizen of Australia; Nicole Agnew, Gregory Olafson, Chris Kojima and Sebastien Gagnon are citizens of Canada.
| NAME | POSITION | PRESENT PRINCIPAL OCCUPATION |
| Richard A. Friedman | President | Managing Director of Goldman Sachs & Co. LLC |
| Nicole Agnew | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Anthony Arnold | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Alex Chi | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Darren Cohen | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Joseph P. DiSabato | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Jeffrey M. Fine | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Bradley J. Gross | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Adrian M. Jones | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Scott Lebovitz | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| David Miller | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Hillel Moerman | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Jo Natauri | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Gregory Olafson | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Kenneth Pontarelli | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Laurie E. Schmidt | Vice President & Treasurer | Managing Director of Goldman Sachs & Co. LLC |
| Leonard Seevers | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Michael Ungari | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Vikas Agrawal | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Daniel Alger | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Patrick Armstrong | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Oksana Beard | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Lee Becker | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| David Bell | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Allison Beller | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Jeffrey Bernstein | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Justin Betzen | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Katherine Bloom | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Jeff Boyd | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Steven Budig | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Beat Cabiallavetta | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| David Campbell | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Omar Chaudhary | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Alexander Cheek | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| William Chen | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Dirk Degenaars | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Johanna Diaz | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Terence Doherty | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Ryan Flanagan | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Sebastien Gagnon | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Philip Grovit | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Ashwin Gupta | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Jonathan Hunt | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Christopher Kojima | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Jason Kreuziger | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Lee Levy | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Christina Sun Li | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Cedric Lucas | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Taylor Mefford | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Christopher Monroe | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Antoine Munfa | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Harsh Nanda | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Christopher Nelson | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Jeff Possick | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Andrew Rhee | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Brady Schuck | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Gabriella Skirnick | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Sherry Wang | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Gregory Watts | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Letitia Webster | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Mark Wetzel | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Andrew White | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| William Y. Eng | Vice President | Vice President of Goldman Sachs & Co. LLC |
| Scott Kilpatrick | Vice President | Vice President of Goldman Sachs & Co. LLC |
| Michael Watts | Vice President | Managing Director of Goldman Sachs & Co. LLC |
| Clayton Wilmer | Vice President | Vice President of Goldman Sachs & Co. LLC |
| Carey Ziegler | Vice President & Secretary | Vice President of Goldman Sachs & Co. LLC |
| David Thomas | Vice President, Assistant Secretary & Assistant General Counsel | Managing Director of Goldman Sachs & Co. LLC |
| Getty Chin | Vice President & Assistant Treasurer | Managing Director of Goldman Sachs & Co. LLC |
| Daniel Farrar | Vice President & Assistant Treasurer | Vice President of Goldman Sachs & Co. LLC |
| Kirsten Frivold Imohiosen | Vice President & Assistant Treasurer | Managing Director of Goldman Sachs & Co. LLC |
| Larry Kleinman | Vice President & Assistant Treasurer | Managing Director of Goldman Sachs & Co. LLC |
| Harvey Shapiro | Vice President & Assistant Treasurer | Managing Director of Goldman Sachs & Co. LLC |
| Johanna Volpi | Vice President & Assistant Treasurer | Vice President of Goldman Sachs & Co. LLC |
SCHEDULE III
On October 22, 2020, The Goldman Sachs Group, Inc. (“GS Group”) entered into an order instituting cease and desist proceedings with the SEC, which alleged GS Group failed to reasonably maintain a sufficient system of internal accounting controls between 2012 and 2015 with respect to the process by which it reviewed and approved the commitment of firm capital in large, significant and complex transitions, such as the three bond offerings for 1Malaysia Development Berhad (“1MDB”), and that documentation prepared in connection with the 1MDB transactions did not accurately reflect certain aspects of the bond offerings, including the involvement of a third party intermediary in the offerings. GS Group has agreed to pay a civil money penalty in the amount of $400,000,000 and disgorgement of $606,300,000.
On September 27, 2022, the SEC entered an order in which it settled charges against Goldman Sachs & Co. LLC (“GS & Co.”) for violating certain recordkeeping and supervisory provisions of the Securities Exchange Act of 1934 by failing to maintain or preserve certain written business communications that were conducted on unapproved communication methods and failing to implement its policies and procedures that prohibit such communications. GS & Co. has agreed to pay a civil monetary penalty in the amount of $125,000,000 to the SEC in connection with these charges. Also on September 27, 2022, the Commodity Futures Trading Commission (the “CFTC”) issued an order filing and settling charges with GS & Co. for failing to maintain, preserve or produce records that were required to be kept under CFTC recordkeeping requirements and failing to diligently supervise matters related to its business as a CFTC registrant. GS & Co. has agreed to pay a civil monetary penalty of $75,000,000 to the CFTC.