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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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol GOLDMAN SACHS GROUP INC [ GS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/24/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 01/24/2017 | M | 22,981 | A | (1) | 41,966 | D | |||
| Common Stock, par value $0.01 per share | 01/24/2017 | F(2) | 11,313 | D(2) | $232.67 | 30,653 | D | |||
| Common Stock, par value $0.01 per share | 01/25/2017 | M(3) | 26,217 | A | $78.78 | 56,870 | D | |||
| Common Stock, par value $0.01 per share | 01/25/2017 | F(4) | 17,801 | D(4) | $233.68 | 39,069 | D | |||
| Common Stock, par value $0.01 per share | 01/25/2017 | S | 2,900 | D | $235.2954(5) | 36,169 | D | |||
| Common Stock, par value $0.01 per share | 01/25/2017 | S | 4,000 | D | $236.1704(6) | 32,169 | D | |||
| Common Stock, par value $0.01 per share | 01/25/2017 | S | 1,516 | D | $236.8985(7) | 30,653 | D | |||
| Common Stock, par value $0.01 per share | 20,650 | I | See footnote(8) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Stock Units | (1) | 01/24/2017 | M | 22,981 | (1) | (1) | Common Stock, par value $0.01 per share | 22,981 | (1) | 0 | D | ||||
| Year-End Nonqualified Stock Options | $78.78 | 01/25/2017 | M | 26,217 | (9) | 12/31/2018 | Common Stock, par value $0.01 per share | 26,217 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. On January 24, 2017, shares of the Issuer's common stock underlying Restricted Stock Units ("RSUs") that were awarded in connection with compensation for years prior to 2016 were delivered to the Reporting Person without the payment of any consideration. These shares are not related to 2016 compensation. |
| 2. Represents shares of the Issuer's common stock withheld to satisfy withholding obligations in connection with the delivery of the common stock underlying the RSUs described in footnote 1 above. |
| 3. Reflects the exercise by the Reporting Person of Stock Options granted in December 2008 and scheduled to expire in December 2018. |
| 4. Represents shares of the Issuer's common stock withheld to fund the exercise price and to satisfy withholding obligations in connection with the exercise of the Stock Options described in footnote 3 above. |
| 5. Reflects a weighted average sale price of $235.2954 per share, at prices ranging from $234.5900 to $235.5350 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| 6. Reflects a weighted average sale price of $236.1704 per share, at prices ranging from $235.5900 to $236.5800 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| 7. Reflects a weighted average sale price of $236.8985 per share, at prices ranging from $236.6050 to $237.2100 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| 8. Held 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 Reporting Person disclaims beneficial ownership of these shares. |
| 9. One-third of these Stock Options became exercisable in each of January 2010, January 2011 and January 2012. |
| Remarks: |
| /s/ Beverly L. O'Toole, Attorney-in-fact | 01/26/2017 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||