Sec Form 4 Filing - SMITH SARAH G @ GOLDMAN SACHS GROUP INC - 2014-10-17-04:00

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SMITH SARAH G
2. Issuer Name and Ticker or Trading Symbol
GOLDMAN SACHS GROUP INC [ GS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Principal Accounting Officer
(Last) (First) (Middle)
C/O GOLDMAN, SACHS & CO., 200 WEST STREET
3. Date of Earliest Transaction (MM/DD/YY)
10/17-04:00/2014
(Street)
NEW YORK, NY10282
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10/17-04:00/2014 M( 1 ) 24,400 A $ 131.64 53,074 D
Common Stock, par value $0.01 per share 10/17-04:00/2014 S 12,359 D $ 176.5732 ( 2 ) 40,715 D
Common Stock, par value $0.01 per share 10/17-04:00/2014 S 12,041 D $ 177.1148 ( 3 ) 28,674 D
Common Stock, par value $0.01 per share 10/17-04:00/2014 S( 4 ) 2,718 D $ 176.23 25,956 D
Common Stock, par value $0.01 per share 10/20-04:00/2014 M( 5 ) 33,558 A $ 78.78 59,514 D
Common Stock, par value $0.01 per share 10/20-04:00/2014 F( 6 ) 25,336 D ( 6 ) $ 176.91 34,178 D
Common Stock, par value $0.01 per share 10/20-04:00/2014 S 3,600 D $ 177.1436 ( 7 ) 30,578 D
Common Stock, par value $0.01 per share 10/20-04:00/2014 S 4,622 D $ 177.6445 ( 8 ) 25,956 D
Common Stock, par value $0.01 per share 14,224 I See footnote ( 9 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Nonqualified Stock Options (right to buy) $ 131.64 10/17-04:00/2014 M 24,400 01/02-05:00/2009 11/27-05:00/2015 Common Stock, par value $0.01 per share 24,400 $ 0 0 D
Nonqualified Stock Options (right to buy) $ 78.78 10/20-04:00/2014 M 33,558 ( 10 ) 12/31-05:00/2018 Common Stock, par value $0.01 per share 33,558 $ 0 33,557 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SMITH SARAH G
C/O GOLDMAN, SACHS & CO.
200 WEST STREET
NEW YORK, NY10282
Principal Accounting Officer
Signatures
/s/ Beverly L. O'Toole, Attorney-in-fact 10/21-04:00/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the exercise by the Reporting Person of Stock Options granted in December 2005 and scheduled to expire in November 2015. This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
( 2 )Reflects a weighted average sale price of $176.5732 per share, at prices ranging from $175.93 to $176.92 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.
( 3 )Reflects a weighted average sale price of $177.1148 per share, at prices ranging from $176.93 to $177.44 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.
( 4 )This sale of shares was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
( 5 )Reflects the exercise by the Reporting Person of Stock Options granted in December 2008 and scheduled to expire in December 2018. This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
( 6 )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 5 above.
( 7 )Reflects a weighted average sale price of $177.1436 per share, at prices ranging from $176.45 to $177.44 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 )Reflects a weighted average sale price of $177.6445 per share, at prices ranging from $177.465 to $177.93 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.
( 9 )Held through trusts, 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.
( 10 )One-third of these Stock Options became exercisable in each of January 2010, January 2011 and January 2012.

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