The Goldman Sachs Group Inc.

04/22/2021 | Press release | Distributed by Public on 04/22/2021 14:58

Current Report (SEC Filing - 8-K)

8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 22, 2021

The Goldman Sachs Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware No. 001-14965 No. 13-4019460
(State or other jurisdiction
of incorporation) 		(Commission
File Number) 		(IRS Employer
Identification No.)
200 West Street, New York, N.Y. 10282
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (212)902-1000

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading
Symbol

Exchange

on which

registered

Common stock, par value $.01 per share GS NYSE
Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series A GS PrA NYSE
Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series C GS PrC NYSE
Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series D GS PrD NYSE
Depositary Shares, Each Representing 1/1,000th Interest in a Share of 5.50% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series J GS PrJ NYSE
Depositary Shares, Each Representing 1/1,000th Interest in a Share of 6.375% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series K GS PrK NYSE
Depositary Shares, Each Representing 1/1,000th Interest in a Share of 6.30% Non-Cumulative Preferred Stock, Series N GS PrN NYSE
5.793% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital II GS/43PE NYSE
Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital III GS/43PF NYSE
Medium-Term Notes, Series E, Callable Fixed Rate Notes due 2021 of GS Finance Corp. GS/21F NYSE
Medium-Term Notes, Series E, Index-Linked Notes due 2028 of GS Finance Corp. FRLG NYSE Arca

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 9.01 Financial Statements and Exhibits.

Exhibits are filed herewith in connection with the issuance of the following debt securities by The Goldman Sachs Group, Inc. (the 'Company') on April 15, 2021 pursuant to the Company's shelf registration statement on Form S-3(File No. 333-253421)(as amended, the 'Registration Statement'):

•

$3,750,000,000 2.615% Fixed/Floating Rate Notes due 2032 (the '2032 Fixed/Floating Rate Securities')

•

$2,250,000,000 3.210% Fixed/Floating Rate Notes due 2042 (the '2042 Fixed/Floating Rate Securities' and, together with the 2032 Fixed/Floating Rate Securities, the 'Securities')

(d) Exhibits

The following exhibits are filed as part of this Current Report on Form 8-Kand Exhibits 5.1 and 23.1 are incorporated by reference into the Registration Statement as exhibits thereto:

5.1 Opinion of Sullivan & Cromwell LLP relating to the Securities.
23.1 Consent of Sullivan & Cromwell LLP (included as part of Exhibit 5.1).
101 Pursuant to Rule 406 of Regulation S-T,the cover page information is formatted in iXBRL (Inline eXtensible Business Reporting Language).
104 Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE GOLDMAN SACHS GROUP, INC.

(Registrant)

Date: April 22, 2021

By:

/s/ Matthew E. Tropp

Name: Matthew E. Tropp
Title: Assistant Secretary