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Form 4 GOLDMAN SACHS GROUP INC For: Jan 20 Filed by: LEE BRIAN J

January 22, 2021 4:31 PM EST

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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 *
LEE BRIAN J

(Last) (First) (Middle)
C/O GOLDMAN SACHS & CO. LLC
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
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)
Chief Risk Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/20/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 01/20/2021   S   1,794 D $ 288.15 (1) 27,759 D  
Common Stock, par value $0.01 per share 01/20/2021   S   4,312 D $ 288.92 (2) 23,447 D  
Common Stock, par value $0.01 per share 01/20/2021   S   3,810 D $ 290.01 (3) 19,637 D  
Common Stock, par value $0.01 per share 01/20/2021   S   1,722 D $ 290.71 (4) 17,915 D  
Common Stock, par value $0.01 per share 01/20/2021   S   800 D $ 292.42 (5) 17,115 D  
Common Stock, par value $0.01 per share 01/20/2021   S   200 D $ 293.12 (6) 16,915 D  
Common Stock, par value $0.01 per share 01/20/2021   S   300 D $ 294.63 (7) 16,615 D  
Common Stock, par value $0.01 per share 01/20/2021   S   600 D $ 295.47 (8) 16,015 D  
Common Stock, par value $0.01 per share 01/20/2021   S   200 D $ 296.17 (9) 15,815 D  
Common Stock, par value $0.01 per share               19,376 I See footnote (10)
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 (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
Year-End Restricted Stock Units (11) 01/20/2021   A   13,169     (11)   (11) Common Stock, par value $0.01 per share 13,169 $ 0 13,169 D  
Explanation of Responses:
1. Reflects a weighted average sale price of $288.15 per share, at prices ranging from $287.50 to $288.49 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.
2. Reflects a weighted average sale price of $288.92 per share, at prices ranging from $288.50 to $289.46 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 $290.01 per share, at prices ranging from $289.50 to $290.46 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. Reflects a weighted average sale price of $290.71 per share, at prices ranging from $290.52 to $290.88 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.
5. Reflects a weighted average sale price of $292.42 per share, at prices ranging from $291.81 to $292.69 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 $293.12 per share, at prices ranging from $292.94 to $293.30 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 $294.63 per share, at prices ranging from $294.10 to $294.91 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 $295.47 per share, at prices ranging from $295.12 to $296.01 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. Reflects a weighted average sale price of $296.17 per share, at prices ranging from $296.04 to $296.30 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.
10. 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.
11. Shares of the Issuer's common stock underlying these 2020 Restricted Stock Units ("RSUs") will be delivered in three approximately equal installments on or about each of the first, second and third anniversaries of the grant date, subject to other terms and conditions of the award agreement. The shares of common stock delivered pursuant to these RSUs generally cannot be sold or transferred before January 2026.
/s/ Beverly L. O'Toole, Attorney-in-fact 01/22/2021
** 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.
                               POWER OF ATTORNEY

     The undersigned does hereby appoint Beverly L. O'Toole, Jamie A. Greenberg,
Alice Z.Chen, Jamison Yardley and Jennifer Lee (and any other employee of The
Goldman Sachs Group,Inc. (the "Company") or one of its affiliates designated in
writing by one of the other attorneys appointed hereby) his lawful attorneys,
and each of them his true and lawful attorney, with power to act without the
other, and with full power of substitution and resubstitution, to prepare,
execute and file, or cause to be prepared, executed and filed, with the U.S.
Securities and Exchange Commission (the "SEC") for him and in his name in
connection with certain transactions in common stock, par value $.01 per share
(the  "Common Stock"), of the Company:


     1. the Initial Statement of Beneficial Ownership of Securities on Form 3,
        any Statement of Changes in Beneficial Ownership on Form 4 and any
        Annual Statement of Changes in Beneficial Ownership on Form 5, or any
        similar or successor form, which may be required to be filed by him
        pursuant to Section 16 of the Securities Exchange Act of 1934, as
        amended;
     2. one or more Forms 144, or amendments to Form 144, relating to any sales
        orders (including in connection with the exercise of options to purchase
        Common Stock), orally or electronically, to sell shares of Common Stock
        to the public from time to time in accordance with Rule 144 under the
        Securities Act of 1933, as amended; and
     3. any and all instruments necessary or incidental to any action listed
        above, including communications to the SEC, The New York Stock Exchange
        and state securities law authorities.

     The undersigned hereby grants unto said attorneys and each of them full
power and authority to do and perform in the name and on behalf of the
undersigned, and in any and all capacities, every act and thing whatsoever
required or necessary to be done in and about the premises, as fully and to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and approving the act of said attorneys and each of them.

     This power of attorney shall not be affected by the subsequent disability
or incompetence of the principal. This power of attorney shall remain in full
force and effect until either revoked in writing by the undersigned or, with
respect to any attorney, until such time as said attorney ceases to be an
employee of the Company or one of its affiliates, if earlier.


     IN WITNESS thereof the undersigned hereunto signed his name this 1st day of
November 2019.


                                /s/ Brian J. Lee
                                ----------------
                                Brian J. Lee


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