Sec Form 3 Filing - O'NEILL TIMOTHY J. @ GOLDMAN SACHS GROUP INC - 2018-10-01-04:00

FORM 3 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 O'NEILL TIMOTHY J. 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) Vice Chairman (Last) (First) (Middle) C/O GOLDMAN SACHS & CO. LLC, 200 WEST STREET 3. Date of Earliest Transaction (MM/DD/YY) 10/01-04:00/2018 (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 128,971 ( 1 ) D Common Stock, par value $0.01 per share 9,667 I See footnote ( 2 ) Common Stock, par value $0.01 per share 200 I See footnote ( 3 )

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 Restricted Stock Units ( 4 ) ( 4 ) ( 4 ) Common Stock, par value $0.01 per share 57,537 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other O'NEILL TIMOTHY J. C/O GOLDMAN SACHS & CO. LLC 200 WEST STREET NEW YORK, NY10282 Vice Chairman Signatures /s/ Beverly L. O'Toole, Attorney-in-fact 10/05-04:00/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Certain of these shares cannot be transferred before dates ranging from January 2019 to January 2023. Additionally, certain of these shares are subject to a non-competition covenant which will lapse in three approximately equal installments on or about each of December 31, 2018, 2019 and 2020, subject to other terms and conditions of the applicable award agreement. ( 2 )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. ( 3 )Held by a family member. The Reporting Person disclaims beneficial ownership of these shares. ( 4 )A portion of these Restricted Stock Units ("RSUs") were granted in January 2016, with the remainder granted in January 2017. These RSUs are fully vested and a portion will generally convert into shares of the Issuer's common stock in January 2019, with the remainder converting in January 2020. The shares of common stock delivered pursuant to these RSUs generally cannot be sold or transferred before January 2021 (with respect to RSUs granted in January 2016) and January 2022 (with respect to RSUs granted in January 2017).

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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