Sec Form 13D Filing - GOLDMAN SACHS GROUP INC (GS) filing for Stagwell Inc (STGW) - 2021-07-13

Insider filing report for Changes in Beneficial Ownership

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  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 
MDC PARTNERS INC.
(Name of Issuer)
 
Class A Shares
(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
 
July 9, 2021
(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
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
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
 
 
18,061,637.55 (See Items 3, 4 and 5)*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
18,061,637.55 (See Items 3, 4 and 5)*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
18,061,637.55 (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)
 
 
18.97% (See Item 5)**
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
HC-CO
 
 
 
 
 
*
Reflects (i) 18,023,233.22 Class A Subordinate Voting Shares (the “Class A Shares”) of MDC Partners Inc. (the “Issuer”) issuable upon the conversion of 95,000 Series 4 Convertible Preference Shares (the “Preference Shares”) of the Issuer and (ii) 38,404.33 Class A Shares of the Issuer. The Series 4 Convertible Preference Shares are convertible as described herein.
   
**
The calculation is based on the 95,204,526.22 Class A Shares of the Issuer outstanding which includes (i) 77,181,293 Class A Shares outstanding as provided on the Issuer’s Form 10-Q, filed on April 30, 2021 and (ii) 18,023,233.22 Class A Shares of the Issuer deliverable upon conversion of the Preference Shares reported herein.
 
 
CUSIP No. 552697104
SCHEDULE 13D
 Page 3 of 17 Pages
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
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
 
 
18,061,637.55 (See Items 3, 4 and 5)*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
18,061,637.55 (See Items 3, 4 and 5)*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
18,061,637.55 (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)
 
 
18.97% (See Item 5)**
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
BD-IA
 
 
 
 
 
*
Reflects (i) 18,023,233.22 Class A Shares of the Issuer issuable upon the conversion of 95,000 Preference Shares of the Issuer and (ii) 38,404.33 Class A Shares of the Issuer. The Preference Shares are convertible as described herein.
   
**
The calculation is based on the 95,204,526.22 Class A Shares of the Issuer outstanding which includes (i) 73,722,720 Class A Shares outstanding as provided on the Issuer’s Form 10-Q, filed on April 30, 2021and (ii) 18,023,233.22 Class A Shares of the Issuer deliverable upon conversion of the Preference Shares reported herein.
 
 
CUSIP No. 552697104
SCHEDULE 13D
 Page 4 of 17 Pages
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
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
 
 
18,023,233.22 (See Items 3, 4 and 5)*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
18,023,233.22 (See Items 3, 4 and 5)*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
18,023,233.22 (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)
 
 
18.93% (See Item 5)**
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
*
Reflects 18,023,233.22 Class A Shares of the Issuer issuable upon the conversion of 95,000 Preference Shares of Issuer. The Preference Shares are convertible as described herein.
   
**
The calculation is based on the 95,204,526.22 Class A Shares of the Issuer outstanding which includes (i) 77,181,293 Class A Shares outstanding as as provided on the Issuer’s Form 10-Q, filed on April 30, 2021 and (ii) 18,023,233.22 Class A Shares of the Issuer deliverable upon conversion of the Preference Shares reported herein.
 
 
CUSIP No. 552697104
SCHEDULE 13D
 Page 5 of 17 Pages
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
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 It em 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
 
 
18,023,233.22 (See Items 3, 4 and 5)*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 18,023,233.22 (See Items 3, 4 and 5)*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 18,023,233.22 (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)
 
 
18.93% (See Item 5)**
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
*
Reflects 18,023,233.22 Class A Shares of the Issuer issuable upon the conversion of 95,000 Preference Shares of Issuer. The Preference Shares are convertible as described herein.
   
**
The calculation is based on the 95,204,526.22 Class A Shares of the Issuer outstanding which includes (i) 77,181,293 Class A Shares outstanding as provided on the Issuer’s Form 10-Q, filed on April 30, 2021and (ii) 18,023,233.22 Class A Shares of the Issuer deliverable upon conversion of the Preference Shares reported herein.
 

 
CUSIP No. 552697104
SCHEDULE 13D
 Page 6 of 17 Pages
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
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
 
 
18,023,233.22 (See Items 3, 4 and 5)*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
18,023,233.22 (See Items 3, 4 and 5)*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
18,023,233.22 (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)
 
 
18.93% (See Item 5)**
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
*
Reflects 18,023,233.22 Class A Shares of the Issuer issuable upon the conversion of 95,000 Preference Shares of Issuer. The Preference Shares are convertible as described herein.
   
**
The calculation is based on the 95,204,526.22 Class A Shares of the Issuer outstanding which includes (i) 77,181,293 Class A Shares outstanding as provided on the Issuer’s Form 10-Q, filed on April 30, 2021 and (ii) 18,023,233.22 Class A Shares of the Issuer deliverable upon conversion of the Preference Shares reported herein.
 
 
 
CUSIP No. 552697104
SCHEDULE 13D
 Page 7 of 17 Pages
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
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
 
 
18,023,233.22 (See Items 3, 4 and 5)*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
18,023,233.22 (See Items 3, 4 and 5)*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
18,023,233.22 (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)
 
 
18.93% (See Item 5)**
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
*
Reflects 18,023,233.22 Class A Shares of the Issuer issuable upon the conversion of 95,000 Preference Shares of Issuer. The Preference Shares are convertible as described herein.
   
**
The calculation is based on the 95,204,526.22 Class A Shares of the Issuer outstanding which includes (i) 73,722,720 Class A Shares outstanding as provided on the Issuer’s Form 10-Q, filed on April 30, 2021 and (ii) 18,023,233.22 Class A Shares of the Issuer deliverable upon conversion of the Preference Shares reported herein.
 

This Amendment No. 5 (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, and Amendment No. 4 filed by the Reporting Persons on April 21, 2021 (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. 5 is being filed to make updates and amendments to the Original Schedule 13D as follows:
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 4. Purpose of Transaction.
This Amendment amends Item 4 of the Original Schedule 13D by adding the paragraphs set forth below as the fourth to last, third to last, and second to last paragraphs of Item 4 of the Original Schedule 13D:
“Amendment No. 1 to Consent Agreement
On April 21, 2021, in connection with the Contemplated Stagwell Transaction, the Holders entered into the Consent Agreement, pursuant to which the Holders agreed to, among other things to the Consent and Waiver. On July 9, 2021, Issuer and the Holders executed and delivered an amendment, dated July 8, 2021, to the Consent Agreement (the “Amendment No. 1 to Consent Agreement”) pursuant to which, among other things, the Holders (i) agreed to reduce the accretion rate on the base liquidation preference of the new Series 8 convertible preferred shares of the Combined Company to zero percent per annum from and after the issuance date of such Series 8 convertible preferred shares until the one year anniversary thereof, and (ii) executed and delivered to the Issuer the formal shareholder consent in the form attached as Exhibit A to Amendment No. 1 to Consent Agreement (the “Holders Consent Action”).
References to and descriptions of the Amendment No. 1 to Consent Agreement set forth above in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendment No. 1 to Consent Agreement, which is attached as Exhibit 1 hereto and incorporated herein by this reference. Capitalized terms used and not defined in this Section shall have the meanings given to them in the Amendment No. 1 to Consent Agreement.”
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 95,204,526.22 Class A Shares of the Issuer outstanding which includes (i) 77,181,293 Class A Shares ou tstanding as provided on the Issuer’s Form 10-Q, filed on April 30, 2021 and (ii) 18,023,233.22 Class A Shares of the Issuer deliverable upon conversion of the Preference Shares reported herein.
As of July 9, 2021, GS Group and Goldman Sachs may be deemed to share beneficial ownership of (i) 18,061,637.55 Class A Shares of the Issuer deliverable upon conversion of the Preference Shares reported herein and (ii) 38,404.33 Class A Shares acquired by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities, representing approximately 18.97% of the total number of Class A Shares.



Pursuant to Rule 13d-3 under the Act, as of July 9, 2021, GS Group and Goldman Sachs may be deemed to share beneficial ownership of 18,023,233.22 Class A Shares, consisting of (i) 14,987,741.3074 Class A Shares (deliverable to BSPI upon conversion of the Preference Shares directly held by BSPI as reported herein) and (ii) 3,035,491.9104Class A Shares (deliverable to the Employee Funds upon conversion of the Preference Shares directly held by the Employee Funds as reported herein), collectively representing approximately 18.93% of the outstanding Class A Shares.
Pursuant to Rule 13d-3 under the Act, as of July 9, 2021, the Reporting Persons may be deemed to share beneficial ownership, of 18,023,233.22 Class A Shares (deliverable to BSPI and the Employee Funds upon conversion of the Preference Shares directly held by BSPI and the Employee Funds), which constitutes approximately 18.93% of the outstanding Class A Shares.”
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 May 9 , 2021 through July 9 , 2021.”
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The disclosure set forth under Item 4 of this Amendment is incorporated herein by reference.



 
Item 7. Material to be Filed as Exhibits.

Exhibit No.
  
Description
     
1
  
Amendment No. 1 to the Consent Agreement, dated as of July 8, 2021, by and among MDC Partners Inc., Broad Street Principal Investments, L.L.C., Stonebridge 2017, L.P., and Stonebridge 2017 Offshore, L.P. (filed as Exhibit 2.2 to the Issuer’s Current Report on Form 8-K filed on July 9, 2021 (SEC File No. 001-13718) and incorporated herein by reference).
 
99.2
  
Power of Attorney, relating to The Goldman Sachs Group, Inc. (filed as Exhibit 99.2 to the Original Schedule 13-D on April 23, 2021 (SEC File No. 005-53561) and incorporated herein by reference).
     
99.3
  
Power of Attorney, relating to Goldman Sachs & Co. LLC (filed as Exhibit 99.3 to the Original Schedule 13-D on April 23, 2021 (SEC File No. 005-53561) and incorporated herein by reference).
     
99.4
  
Power of Attorney, relating to Broad Street Principal Investments, L.L.C. (filed as Exhibit 99.4 to the Original Schedule 13-D on April 23, 2021 (SEC File No. 005-53561) and incorporated herein by reference).
     
99.5
  
Power of Attorney, relating to StoneBridge 2017, L.P. (filed as Exhibit 99.5 to the Original Schedule 13-D on April 23, 2021 (SEC File No. 005-53561) and incorporated herein by reference).
     
99.6
  
Power of Attorney, relating to StoneBridge 2017 Offshore, L.P. (filed as Exhibit 99.6 to the Original Schedule 13-D on April 23, 2021 (SEC File No. 005-53561) and incorporated herein by reference).
     
99.7
  
Power of Attorney, relating to Bridge Street Opportunity Advisors, L.L.C. (filed as Exhibit 99.7 to the Original Schedule 13-D on April 23, 2021 (SEC File No. 005-53561) and incorporated herein by reference).


 
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: July 9, 2021
 
 
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, Laurence Stein, who is a citizen of South Africa, Mark O. Winkelman, who is a citizen of the Netherlands, 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.
   
M. Michele Burns
Former Chairman and Chief Executive Officer, Mercer LLC; For mer Chief Financial Officer of each of: Marsh & McLennan Companies, Inc., Mirant Corp. and Delta Air Lines, Inc.
   
Drew G. Faust
Professor and Former President of Harvard University
   
Mark A. Flaherty
Former Vice Chairman, Wellington Management Company
   
Sheara J. Fredman
Chief Accounting Officer of The Goldman Sachs Group, Inc.
   
Beth M. Hammack
Global Treasurer of The Goldman Sachs Group, Inc.
   
Kimberley D. Harris
Executive Vice President of Comcast Corporation; Executive Vice President and General Counsel of NBCUniversal
   
Ellen J. Kullman
President and Chief Executive Officer of Carbon, Inc.; Former Chair and Chief Executive Officer of E.I. du Pont de Nemours and Company
   
Brian J. Lee
Chief Risk Officer of The Goldman Sachs Group, Inc.
   
Lakshmi N. Mittal
Chairman and Chief Executive Officer of ArcelorMittal S.A.
   
Adebayo O. Ogunlesi 
Chairman and Managing Partner 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 Ruemmler
Executive Vice President and Chief Legal Officer And General Counsel of The Goldman Sachs Group, Inc.
   
Stephen M. Scherr
Chief Financial Officer of The Goldman Sachs Group, Inc.
   
Laurence Stein
Chief Administrative Officer of The Goldman Sachs Group, Inc.
   
Jan E. Tighe
Former Vice Admiral, United States Navy
   
Jessica R. Uhl
Chief Financial Officer Royal Dutch 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.
   
Mark O. Winkelman
Private Investor



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); 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
   
Thomas G. Connolly 
Managing Director of Goldman Sachs & Co. LLC
   
Christopher A. Crampton
Managing Director of Goldman Sachs & Co. LLC
   
Joe DiSabato 
Managing Director of Goldman Sachs & Co. LLC
   
Charles H. Gailliot 
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
   
Michael E. Koester 
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
   
Anthony Arnold
Managing Director of Goldman Sachs & Co. LLC
   
Michele Titi-Cappelli
Managing Director of Goldman Sachs International
   
Laurie Schmidt
Managing Director of Goldman Sachs & Co. LLC
   
Milton Millman
Managing Director of Goldman Sachs & Co. LLC
   
Julian Salisbury
Managing Director of Goldman Sachs & Co. LLC
   
Chris Kojima
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
   
Carmine Venezia
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


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 Philippe Camu, James H. Reynolds, Matteo Botto Poala, Michael Bruun, Alex Mignotte, Ana Estrada Lopez, Amitayush Bahri, Richard Spencer, Mike Ebeling,  Michele Titi-Cappelli, Maximilliano Ramirez-Espain, Tim Campbell, Emilie Railhac and James Garman is Plumtree Court, 25 Shoe Lane, London EC4A 4AU, England. The business address of each of Stephanie Hui, Michael Hui and Jay Hyun Lee is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong. The business address of each of Joseph P. DiSabato, Mark Midle, Jason Kreuziger, and David Campbell is 555 California Street, San Francisco, CA 94104.  The business address of each of Michael Watts, Chance Monroe, Kyle Kendall, James Huckaby, Clayton Wilmer and Daniel Farrar is 2001 Ross Avenue, Suite 2800, Dallas, TX 75201. The business address of each of Xiang Fan and Bin Zhu is Winland International Center, 7 Finance Street, Xicheng District, Beijing 100033, People’s Republic of China. The business address of Johanna Volpi is 30 Hudson Street, Jersey City, NJ 07302. The business address of Cristiano Camargo is Rua Leopoldo Couto Magalhaes Junior 700, 16 andar, Itaimi Bibi, 04542-000 Sao Paulo-SP, Brazil.

All executive officers listed below are United States citizens, except as follows: James H. Reynolds, Alex Mignotte, Emilie Railhac and Cedric Lucas are citizens of France; Adrian M. Jones is a citizen of Ireland; Mike Ebeling is a citizen of Germany; Anthony Arnold, Tim Campbell, James Garman,  Richard Spencer and Stephanie Hui are citizens of the United Kingdom; Philippe Camu is a citizen of Belgium; Matteo Botto Poala and Michele Titi-Cappelli are citizens of Italy; Maximilliano Ramirez-Espain and Ana Estrada Lopez are citizens of Spain, Michael Bruun is a citizen of Denmark; Beat Cabiallavetta is a citizen of Switzerland; Harsh Nanda and Amitayush Bahri are citizens of India, David Campbell is a citizen of Australia, Nicole Agnew and Sebastien Gagnon are citizens of Canada, Cristiano Camargo is a citizen of Brazil, Xiang Fan is a citizen of the People’s Republic of China and Michael Hui and Bin Zhu are citizens of the People’s Republic of China (Hong Kong permanent resident). Jay Hyun Lee is a citizen of the Republic of Korea.

Name
Position
Present Principal Occupation
     
Richard A. Friedman
President
Managing Director of Goldman Sachs & Co. LLC
     
Philippe Camu 
Vice President 
Managing Director of Goldman Sachs International
     
Thomas G. Connolly 
Vice President 
Managing Director of Goldman Sachs & Co. LLC
     
Joseph P. DiSabato 
Vice President 
Managing Director of Goldman Sachs & Co. LLC
     
James R. Garman
Vice President
Managing Director of Goldman Sachs International
     
Bradley J. Gross
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Stephanie Hui
Vice President
Managing Director of Goldman Sachs (Asia) L.L.C.
     
Adrian M. Jones
Vice President 
Managing Director of Goldman Sachs & Co. LLC
     
Alan Kava
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Michael E. Koester 
Vice President 
Managing Director of Goldman Sachs & Co. LLC
     
Scott Lebovitz 
Vice President 
Managing Director of Goldman Sachs & Co. LLC
     
James H. Reynolds 
Vice President 
Managing Director of Goldman Sachs International
     
Richard Spencer
Vice President
Managing Director of Goldman Sachs International
     
Nicole Agnew 
Vice President 
Managing Director of Goldman Sachs & Co. LLC
     
Kirsten Anthony
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Anthony Arnold
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Amitayush Bahri
Vice President
M anaging Director of Goldman Sachs International
     
Allison Beller
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Matteo Botto Poala 
Vice President 
Managing Director of Goldman Sachs International
     
Michael Bruun 
Vice President 
Managing Director of Goldman Sachs International
     




Cristiano Camargo
Vice President
Managing Director of Goldman Sachs do Brasil Banco Múltiplo S.A.
     
David Campbell 
Vice President 
Managing Director of Goldman Sachs & Co. LLC
     
Tim Campbell
Vice President 
Managing Director of Goldman Sachs International
     
David Castelblanco 
Vice President 
Managing Director of Goldman Sachs & Co. LLC
     
Christopher A. Crampton 
Vice President 
Managing Director of Goldman Sachs & Co. LLC
     
Alexander Cheek
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Mike Ebeling 
Vice President 
Managing Director of Goldman Sachs International
     
Xiang Fan 
Vice President 
Managing Director of Goldman Sachs (Asia) L.L.C.
     
Jeffrey M. Fine
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Charles H. Gailliot 
Vice President 
Managing Director of Goldman Sachs & Co. LLC
     
Ana Estrada Lopez
Vice President
Managing Director of Goldman Sachs International
     
James Huckaby
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Michael Hui
Vice President 
Managing Director of Goldman Sachs (Asia) L.L.C.
     
Jonathan Hunt
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Kyle Kendall
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Jay Hyun Lee
Vice President 
Managing Director of Goldman Sachs (Asia) L.L.C.
     
Lee Levy
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Alexandre Mignotte
Vice President
Managing Director of Goldman Sachs International
     
Christopher Monroe
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Harsh Nanda
Vice President 
Managing Director of Goldman Sachs & Co. LLC
     
Emilie Railhac
Vice President
Managing Director of Goldman Sachs International
     
Andrew Rhee
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Leonard Seevers
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Gabriella Skirnick
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Michele Titi-Cappelli
Vice President 
Managing Director of Goldman Sachs International
     
Peter Vermette 
Vice President 
Managing Director of Goldman Sachs & Co. LLC
     
Mark Wetzel
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Bin Zhu 
Vice President 
Managing Director of Goldman Sachs (Asia) L.L.C.
     
Maximilliano Ramirez-Espain
Vice President
Managing Director of Goldman Sachs International
     
Michael Watts
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Laurie E. Schmidt
Vice President and Treasurer
Managing Director of Goldman Sachs & Co. LLC
     
Susan Hodgkinson
Vice President and Secretary 
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
     
Clayton Wilmer 
Vice President 
Vice President of Goldman Sachs & Co. LLC
     
Carey Ziegler
Vice President
Vice President of Goldman Sachs & Co. LLC
     
David Thomas
Vice President, Assistant Secretary & General Counsel
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
     
Daniel Farrar 
Vice President & Assistant Treasurer
Vice President of Goldman Sachs & Co. LLC
     
Michael J. Perloff
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Getty Chin
Assistant Treasurer
Managing Director of Goldman Sachs & Co. LLC
     



Kirsten Frivold Imohiosen
Vice President & Assistant Treasurer
Managing Director of Goldman Sachs & Co. LLC
     
Alex Chi
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Jo Natauri
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Omar Chaudhary
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
William Chen
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Cedric Lucas
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Brady Schuck
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Kerri Bagnaturo
Vice President
Vice President of Goldman Sachs & Co. LLC
     
Kenneth Pontarelli
 Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Mark Midle
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Jason Kreuziger
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Darren Cohen
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Hillel Moerman
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Antoine Munfa
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Ashwin Gupta
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Holger Staude
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Jeffrey Bernstein
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Sebastien Gagnon
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Cleaver Sower
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Patrick Armstrong
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Lee Becker
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Beat Cabiallavetta
Vice President
Managing Director of Goldman Sachs & Co. LLC
     
Andrew White
Vice President
Managing Director of Goldman Sachs & Co. LLC
     




SCHEDULE III
The U.S. Securities and Exchange Commission (the “SEC”) has alleged that Goldman Sachs & Co. LLC (“Goldman Sachs”) violated Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by improperly relying on Goldman Sachs’s automated locate function in the order management system without having confirmed the availability of the securities to be located. In addition, the SEC alleged that Goldman Sachs employees did not provide sufficient and accurate information with respect to these locates in Goldman Sachs’s locate log, which must reflect the basis upon which Goldman Sachs provided the locates. The SEC alleged that Goldman Sachs willfully violated Rule 203(b)(1) of Regulation SHO and Section 17(a) of the Exchange Act. Without admitting or denying the violations, Goldman Sachs consented to the entry by the SEC of an Order Instituting Administrative and Cease-and-Desist Proceedings, pursuant to Sections 15(b) and 21C of the Exchange Act, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (Release No. 34-76899, Jan. 14, 2016). Pursuant to the Order, Goldman Sachs must cease and desist from committing or causing any violations and any future violations of Rule 203(b)(1) of Regulation SHO, and any violations and any future violations of Section 17(a) of the Exchange Act and Rule 203(b)(1)(iii) thereunder relating to short sale locate records. Also pursuant to the Order, Goldman Sachs was censured and paid a civil money penalty in the amount of $15,000,000 on January 20, 2016. The SEC stated that, in determining to accept Goldman Sachs’s offer of settlement, it considered certain remedial acts taken by Goldman Sachs.

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 (“1MBD”), 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.