Sec Form 4 Filing - COHN GARY D @ GOLDMAN SACHS GROUP INC - 2017-01-23-05:00

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 COHN GARY D 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 (Last) (First) (Middle) C/O GOLDMAN, SACHS & CO., 200 WEST STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/23-05:00/2017 (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 01/23-05:00/2017 J( 1 ) V 151,064 A $ 232.25 ( 1 ) 783,113 D Common Stock, par value $0.01 per share 01/23-05:00/2017 J( 2 ) V 70,859 A $ 232.25 ( 2 ) 853,972 D Common Stock, par value $0.01 per share 01/23-05:00/2017 J( 3 ) V 4,732 A $ 232.25 ( 3 ) 858,704 D Common Stock, par value $0.01 per share 01/24-05:00/2017 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 (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other COHN GARY D C/O GOLDMAN, SACHS & CO. 200 WEST STREET NEW YORK, NY10282 X Former Director, Pres. and COO Signatures /s/ Beverly L. O'Toole, Attorney-in-fact 01/24-05:00/2017 Signature of Reporting Person Date

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.

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).

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