Bond Goldman Sachs 4.65% ( US38148THP75 ) in USD

Goldman Sachs

95.053 % ⇌

United States

US38148THP75 ( in USD )

4.65% per year ( payment 2 times a year)

27/11/2025

Prospectus brochure of the bond Goldman Sachs US38148THP75 en USD 4.65%, maturity 27/11/2025

1 000 USD

2 767 000 USD

38148THP7

N/A

27/05/2025 ( In 93 days )

Goldman Sachs is a leading global investment banking, securities, and investment management firm that provides a wide range of financial services to corporations, governments, and high-net-worth individuals.

The Bond issued by Goldman Sachs ( United States ) , in USD, with the ISIN code US38148THP75, pays a coupon of 4.65% per year.
The coupons are paid 2 times per year and the Bond maturity is 27/11/2025

424B2 1 a15-22132_7424b2.htm PROSPECTUS SUPPLEMENT NO. 4240 DATED NOVEMBER 23, 2015
Table of Contents

File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -1 9 8 7 3 5

T he Goldm a n Sa c hs Group, I nc .

$2,767,000

Callable Monthly Russell 2000® Index-Linked Range Accrual
Notes due 2025

The notes will mature on the stated maturity date (November 27, 2025), subject to our right to redeem your notes at 100% of their
face amount plus any accrued and unpaid interest on each interest payment date on or after November 27, 2016.

Interest, if any, will be paid on the 27th of each month, with the first interest payment date occurring on December 27, 2015. The
amount of interest that you will be paid each month will be based on the number of scheduled trading days, each a "reference
date", on which the closing level of the Russell 2000® Index is greater than or equal to 75.00% of the initial index level of
1,180.359, which is 885.26925. To determine your annualized interest rate for each monthly interest period, we will divide the
number of reference dates in the interest period on which the above condition is met by the total number of reference dates in that
interest period. We will then multiply the resulting fraction by 4.65%. Your monthly interest payment for each $1,000 face amount of
your notes will equal the product of the annualized interest rate times $1,000, determined in accordance with the 30/360 (ISDA)
day count convention. U nle ss t he a bove c ondit ion is m e t on e a c h re fe re nc e da t e in a m ont hly int e re st pe riod,
t he int e re st ra t e w it h re spe c t t o t he ne x t int e re st pa ym e nt da t e w ill be le ss t ha n 4 .6 5 % pe r a nnum , a nd if it
is ne ve r m e t , t he int e re st ra t e w it h re spe c t t o suc h int e re st pa ym e nt da t e w ill be 0 .0 0 % .

Y ou should re a d t he a ddit iona l disc losure he re in so t ha t you m a y be t t e r unde rst a nd t he t e rm s a nd risk s of
your inve st m e nt , inc luding our c re dit risk . Se e pa ge S -8 . The estimated value of your notes at the time the terms
of your notes are set on the trade date is equal to approximately $933 per $1,000 face amount. For a discussion of the
estimated value and the price at which Goldman, Sachs & Co. would initially buy or sell your notes, if it makes a market in
the notes, see the following page.

Origina l issue da t e :
November 27, 2015
Origina l issue pric e :
100.00% of the face amount*
U nde rw rit ing disc ount : 3.90% of the face amount
N e t proc e e ds t o t he
96.10% of the face amount
issue r:

N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny ot he r re gula t ory body ha s a pprove d or
disa pprove d of t he se se c urit ie s or pa sse d upon t he a c c ura c y or a de qua c y of t his prospe c t us. Any
re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse . T he not e s a re not ba nk de posit s a nd a re not insure d by
t he Fe de ra l De posit I nsura nc e Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of,
or gua ra nt e e d by, a ba nk .

Goldm a n, Sa c hs & Co.
Prospectus Supplement No. 4240 dated November 23, 2015.

Table of Contents

On N ove m be r 2 , 2 0 1 5 , St a nda rd a nd Poor's Ra t ings Se rvic e s (S& P) a nnounc e d t ha t it ha d pla c e d t he se nior
unse c ure d de bt ra t ings of t he non -ope ra t ing holding c om pa nie s of t he U .S. globa l syst e m ic a lly im port a nt
ba nk s (GSI Bs) unde r re vie w a s it re vie w s t he re solut ion re gim e for U .S. ba nk s. T he se holding c om pa nie s,
w hic h inc lude T he Goldm a n Sa c hs Group, I nc ., a re unde r re vie w for a c re dit ra t ings dow ngra de by S& P.

The issue price, underwriting discount and net proceeds listed on the cover page hereof relate to the notes we sell initially. We
may decide to sell additional notes after the date of this prospectus supplement, at issue prices and with underwriting discounts and
net proceeds that differ from the amounts set forth above. The return (whether positive or negative) on your investment in notes
will depend in part on the issue price you pay for such notes.
http://www.sec.gov/Archives/edgar/data/886982/000110465915081411/a15-22132_7424b2.htm[4/7/2016 10:32:40 AM]

Goldman Sachs may use this prospectus in the initial sale of the offered notes. In addition, Goldman, Sachs & Co., or any other
affiliate of Goldman Sachs may use this prospectus in a market-making transaction in a note after its initial sale. Unless Goldman
Sachs or its agent informs the purchaser otherwise in the confirmation of sale, this prospectus is being used in a market-
making transaction.

Est im a t e d V a lue of Y our N ot e s

The estimated value of your notes at the time the terms of your notes are set on the trade date (as determined by
reference to pricing models used by Goldman, Sachs & Co. (GS&Co.) and taking into account our credit spreads) is
equal to approximately $933 per $1,000 face amount, which is less than the original issue price. The value of your
notes at any time will reflect many factors and cannot be predicted; however, the price (not including GS&Co.'s
customary bid and ask spreads) at which GS&Co. would initially buy or sell notes (if it makes a market, which it is not
obligated to do) and the value that GS&Co. will initially use for account statements and otherwise is equal to
approximately $965.50 per $1,000 face amount, which exceeds the estimated value of your notes as determined by
reference to these models. The amount of the excess will decline on a straight line basis over the period from the
trade date through November 27, 2016.

About Y our Prospe c t us

The notes are part of the Medium-Term Notes, Series D program of The Goldman Sachs Group, Inc. This prospectus includes
this prospectus supplement and the accompanying documents listed below. This prospectus supplement constitutes a supplement
to the documents listed below and should be read in conjunction with such documents:

· Prospectus supplement dated September 15, 2014

· Prospectus dated September 15, 2014

The information in this prospectus supplement supersedes any conflicting information in the documents listed above. In addition,
some of the terms or features described in the listed documents may not apply to your notes.

Table of Contents

http://www.sec.gov/Archives/edgar/data/886982/000110465915081411/a15-22132_7424b2.htm[4/7/2016 10:32:40 AM]

S-2
Table of Contents

http://www.sec.gov/Archives/edgar/data/886982/000110465915081411/a15-22132_7424b2.htm[4/7/2016 10:32:40 AM]

S-3
Table of Contents

http://www.sec.gov/Archives/edgar/data/886982/000110465915081411/a15-22132_7424b2.htm[4/7/2016 10:32:40 AM]

SU M M ARY I N FORM AT I ON

We refer to the notes we are offering by this prospectus supplement as the "offered notes" or the "notes". Each of the
offered notes, including your notes, has the terms described below and under "Specific Terms of Your Notes" on page S-15.
Please note that in this prospectus supplement, references to "The Goldman Sachs Group, Inc.", "we", "our" and "us" mean only
The Goldman Sachs Group, Inc. and do not include its consolidated subsidiaries. Also, references to the "accompanying
prospectus" mean the accompanying prospectus, dated September 15, 2014, as supplemented by the accompanying
prospectus supplement, dated September 15, 2014, in each case relating to the Medium-Term Notes, Series D of The
Goldman Sachs Group, Inc. References to the "indenture" in this prospectus supplement mean the senior debt indenture,
dated July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.

K e y T e rm s

I ssue r: The Goldman Sachs Group, Inc.

I nde x : the Russell 2000® Index (Bloomberg symbol, "RTY Index"), as published by the Russell Investment Group ("Russell"); see
"The Index" on page S-23

Fa c e a m ount : each note will have a face amount equal to $1,000; $2,767,000 in the aggregate for all the offered notes; the
aggregate face amount of the offered notes may be increased if the issuer, at its sole option, decides to sell an additional amount
of the offered notes on a date subsequent to the date of this prospectus supplement

T ra de da t e : November 23, 2015

Origina l issue da t e (se t t le m e nt da t e ): November 27, 2015

St a t e d m a t urit y da t e : November 27, 2025, subject to our early redemption right and to adjustment as described under "Specific
Terms of Your Notes -- Payment of Principal on Stated Maturity Date -- Stated Maturity Date" on page S-16

Spe c ifie d c urre nc y: U.S. dollars ("$")

De nom ina t ions: $1,000 or integral multiples of $1,000 in excess thereof

Supple m e nt a l disc ussion of U .S. fe de ra l inc om e t a x c onse que nc e s: We intend to treat your notes as variable rate
debt instruments for U.S. federal income tax purposes. Under this characterization, it is the opinion of Sidley Austin LLP that you
should include the interest payments on the notes in ordinary income at the time you receive or accrue such payments, depending
on your regular method of accounting for tax purposes. In addition, any gain or loss you recognize upon the sale, exchange,
redemption or maturity of your notes should be capital gain or loss except to the extent of any amount attributable to any accrued
but unpaid interest payments on your notes. Please see "Supplemental Discussion of Federal Income Tax Consequences" below
for a more detailed discussion.

Ea rly re de m pt ion right : we have the right to redeem your notes, in whole but not in part, at a price equal to 100% of the face
amount plus any accrued and unpaid interest, on the interest payment date that will fall on November 27, 2016 and on each
interest payment date occurring thereafter, subject to ten business days' prior notice.

I nt e re st ra t e : the interest rate with respect to any interest payment date will be determined on the immediately preceding
interest determination date, based on the closing level of the index on each reference date during the interest period immediately
preceding such interest payment date. The interest rate will be equal to: the product of (1) 4.65% times (2) the quotient of (i) the
number of reference dates during the applicable interest period when the closing level of the index is greater than or equal to the
trigger level divided by (ii) the number of reference dates in such interest period.

I nit ia l inde x le ve l: 1,180.359

T rigge r le ve l: 885.26925, which is 75.00% of the initial index level

S-4
Table of Contents

Closing le ve l of t he inde x : the closing level of the index on any reference date, as further described under "Specific Terms of
http://www.sec.gov/Archives/edgar/data/886982/000110465915081411/a15-22132_7424b2.htm[4/7/2016 10:32:40 AM]

Your Notes -- Special Calculation Provisions -- Closing Level" on page S-19

I nt e re st pa ym e nt da t e s: the 27th of each month beginning on December 27, 2015 and ending on the stated maturity date,
subject to adjustments as described elsewhere in the prospectus supplement

Re fe re nc e da t e : for each interest period, each day that is a scheduled trading day

Da y c ount c onve nt ion: 30/360 (ISDA)

Busine ss da y c onve nt ion: following unadjusted

Ac c rue d int e re st fa c t or: calculated in accordance with the day count convention with respect to each period from and
including each interest payment date (or the original issue date, in the case of the first interest payment) to but excluding the next
succeeding interest payment date

Re gula r re c ord da t e s: one scheduled business day immediately preceding each interest payment date

De fe a sa nc e : not applicable

N o list ing: the offered notes will not be listed or displayed on any securities exchange or interdealer market quotation system

Busine ss da y: as described on page S-19

T ra ding da y: as described on page S-19

Sc he dule d t ra ding da y: as described on page S-19

I nt e re st de t e rm ina t ion da t e s: the tenth scheduled trading day prior to each interest payment date

I nt e re st pe riod: the period from and including each interest determination date (or the original issue date, in the case of the
initial interest period) to but excluding the next succeeding interest determination date

Ca lc ula t ion a ge nt : Goldman, Sachs & Co. ("GS&Co.")

CU SI P no.: 38148THP7

I SI N no.: US38148THP75

FDI C: the notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other
governmental agency, nor are they obligations of, or guaranteed by, a bank

S-5
Table of Contents

H Y POT H ET I CAL EX AM PLES

The following examples are provided for purposes of illustration only. They should not be taken as an indication or prediction
of future investment results and are intended merely to illustrate (i) the method we will use to determine the interest rate on any
given interest payment date based on the closing level of the index on the reference dates in the immediately preceding interest
period and (ii) the method we will use to calculate the amount of interest accrued between interest payment dates.

The examples below are based on a range of levels of the index that are entirely hypothetical; no one can predict what the
level of the index will be on any day throughout the life of your notes, and no one can predict whether interest will accrue on your
notes. The index has been highly volatile in the past -- meaning that the index level has changed substantially in relatively short
periods -- and its performance cannot be predicted for any future period.

The information in the following examples reflects the method we will use to calculate the interest rate applicable to any
interest payment date and the hypothetical rates of return on the offered notes assuming that they are purchased on the original
issue date at the face amount and held to the stated maturity date. If you sell your notes in a secondary market prior to the stated
maturity date, as the case may be, your return will depend upon the market value of your notes at the time of sale, which may be
http://www.sec.gov/Archives/edgar/data/886982/000110465915081411/a15-22132_7424b2.htm[4/7/2016 10:32:40 AM]

affected by a number of factors that are not reflected in the tables below such as interest rates, the volatility of the index and our
creditworthiness. In addition, the estimated value of your notes at the time the terms of your notes are set on the trade date (as
determined by reference to pricing models used by GS&Co.) is less than the original issue price of your notes. For more
information on the estimated value of your notes, see "Additional Risk Factors Specific to Your Notes -- The Estimated Value of
Your Notes At the Time the Terms of Your Notes Are Set On the Trade Date (as Determined By Reference to Pricing Models Used
By GS&Co.) Is Less Than the Original Issue Price Of Your Notes" on page S-8 of this prospectus supplement. The information in
the tables also reflect the key terms and assumptions in the box below.

K e y T e rm s a nd Assum pt ions

Trigger level
75.00% of the initial index level

Interest rate
4.65% per annum

The day count convention calculation results in an accrued interest factor of approximately 0.08333

The notes are not called

Neither a market disruption event nor a non-trading day occurs on any reference date

No change in or affecting any of the index stocks or the method by which the index sponsor calculates the index

Notes purchased on original issue date at the face amount and held to the stated maturity date

For these reasons, the actual levels of the index on any reference date in any interest period, as well as the interest payable
at each interest payment date, may bear little relation to the hypothetical examples shown below or to the historical levels of the
index shown elsewhere in this prospectus supplement. For information about the index levels during recent periods, see "The Index
-- Historical Closing Levels of the Index" on page S-28. Before investing in the notes, you should consult publicly available
information to determine the index level between the date of this prospectus supplement and the date of your purchase of the
notes.

The following table illustrates the method we will use to calculate the interest rate with respect to an interest payment date,
subject to the key terms and assumptions above. The numbers in the first column represent the number of reference dates ("N")
during any given interest period for which the closing level of the index is greater than or equal to the trigger level. The levels in
the fourth column represent the hypothetical interest amount, as a percentage of the face amount of each note, that would be
payable

S-6
Table of Contents

with respect to a given interest period in which the closing level of the index is greater than or equal to the trigger level for a given
number of reference dates (as specified in the first column).

Also, the hypothetical examples shown below do not take into account the effect of applicable taxes.

Am ount of int e re st
Assum e d num be r of
t o be pa id for suc h
Ac c rua l fra c t ion
N * (A)
e ligible t ra ding da ys
pe riod (using 3 0 /3 6 0
(A/B) x 4 .6 5 %
in a n int e re st pe riod (B)
(I SDA)
c onve nt ion)
0
20
0.00000000
0.00%
5
20
0.01162500
0.10%
10
20
0.02325000
0.19%
15
20
0.03487500
0.29%
20
20
0.04650000
0.39%
*The number of days for which the closing level of the index is greater than or equal to the trigger level in a given interest period is
subject to numerous adjustments, as described elsewhere in this prospectus supplement.

Payments on the notes are economically equivalent to the amounts that would be paid on a combination of other
http://www.sec.gov/Archives/edgar/data/886982/000110465915081411/a15-22132_7424b2.htm[4/7/2016 10:32:40 AM]

instruments. For example, payments on the notes are economically equivalent to a combination of an interest-bearing bond bought
by the holder and one or more options entered into between the holder and us (with one or more implicit option premiums paid
over time). The discussion in this paragraph does not modify or affect the terms of the notes or the U.S. federal income tax
treatment of the notes, as described elsewhere in this prospectus supplement.

We cannot predict the actual closing level of the index on any day or the market value of your notes, nor can we
predict the relationship between the closing level of the index and the market value of your notes at any time prior to the
stated maturity date. The actual interest payment that a holder of the notes will receive on each interest payment date and the
rate of return on the offered notes will depend on the actual closing levels of the index as determined by the calculation agent.
Moreover, the assumptions on which the hypothetical examples are based may turn out to be inaccurate. Consequently, the
interest amount to be paid in respect of your notes, if any, on each interest payment date may be very different from the
information reflected in the examples above.

S-7
Table of Contents

ADDI T I ON AL RI SK FACT ORS SPECI FI C T O Y OU R N OT ES

An investment in your notes is subject to the risks described below, as well as the risks and considerations described in the
accompanying prospectus dated September 15, 2014 and in the accompanying prospectus supplement dated September 15,
2014. You should carefully review these risks and considerations as well as the terms of the notes described herein and in the
accompanying prospectus, dated September 15, 2014, as supplemented by the accompanying prospectus supplement, dated
September 15, 2014, of The Goldman Sachs Group, Inc. Your notes are a riskier investment than ordinary debt securities. Also,
your notes are not equivalent to investing directly in the index stocks, i.e., the stocks comprising the index to which your notes
are linked. You should carefully consider whether the offered notes are suited to your particular circumstances.

T he Est im a t e d V a lue of Y our N ot e s At t he T im e t he T e rm s of Y our N ot e s Are Se t On t he T ra de Da t e (a s
De t e rm ine d By Re fe re nc e t o Pric ing M ode ls U se d By GS& Co.) I s Le ss T ha n t he Origina l I ssue Pric e Of Y our
N ot e s

The original issue price for your notes exceeds the estimated value of your notes as of the time the terms of your notes are set
on the trade date, as determined by reference to GS&Co.'s pricing models and taking into account our credit spreads. Such
estimated value on the trade date is set forth above under "Estimated Value of Your Notes"; after the trade date, the estimated
value as determined by reference to these models will be affected by changes in market conditions, our creditworthiness and other
relevant factors. The price at which GS&Co. would initially buy or sell your notes (if GS&Co. makes a market, which it is not
obligated to do), and the value that GS&Co. will initially use for account statements and otherwise, also exceeds the estimated
value of your notes as determined by reference to these models. As agreed by GS&Co. and the distribution participants, the
amount of the excess will decline on a straight line basis over the period from the date hereof through the applicable date set forth
above under "Estimated Value of Your Notes". Thereafter, if GS&Co. buys or sells your notes it will do so at prices that reflect the
estimated value determined by reference to such pricing models at that time. The price at which GS&Co. will buy or sell your notes
at any time also will reflect its then current bid and ask spread for similar sized trades of structured notes.

In estimating the value of your notes as of the time the terms of your notes are set on the trade date, as disclosed above
under "Estimated Value of Your Notes", GS&Co.'s pricing models consider certain variables, including principally our credit spreads,
interest rates (forecasted, current and historical rates), volatility, price-sensitivity analysis and the time to maturity of the notes.
These pricing models are proprietary and rely in part on certain assumptions about future events, which may prove to be incorrect.
As a result, the actual value you would receive if you sold your notes in the secondary market, if any, to others may differ, perhaps
materially, from the estimated value of your notes determined by reference to our models due to, among other things, any
differences in pricing models or assumptions used by others. See "The Market Value of Your Notes May Be Influenced by Many
Unpredictable Factors" below.

The difference between the estimated value of your notes as of the time the terms of your notes are set on the trade date and
the original issue price is a result of certain factors, including principally the underwriting discount and commissions, the expenses
incurred in creating, documenting and marketing the notes, and an estimate of the difference between the amounts we pay to
GS&Co. and the amounts GS&Co. pays to us in connection with your notes. We pay to GS&Co. amounts based on what we would
pay to holders of a non-structured note with a similar maturity. In return for such payment, GS&Co. pays to us the amounts we
owe under your notes.

In addition to the factors discussed above, the value and quoted price of your notes at any time will reflect many factors and
cannot be predicted. If GS&Co. makes a market in the notes, the price quoted by GS&Co. would reflect any changes in market
http://www.sec.gov/Archives/edgar/data/886982/000110465915081411/a15-22132_7424b2.htm[4/7/2016 10:32:40 AM]

conditions and other relevant factors, including any deterioration in our creditworthiness or perceived creditworthiness. These
changes may adversely affect the value of your notes, including the price you may receive for your notes in any market making
transaction. To the extent that GS&Co. makes a market in the notes, the quoted price will reflect the estimated value determined
by reference to GS&Co.'s pricing models at that time, plus or minus its then

S-8
Table of Contents

current bid and ask spread for similar sized trades of structured notes (and subject to the declining excess amount described
above).

Furthermore, if you sell your notes, you will likely be charged a commission for secondary market transactions, or the price will
likely reflect a dealer discount. This commission or discount will further reduce the proceeds you would receive for your notes in a
secondary market sale.

There is no assurance that GS&Co. or any other party will be willing to purchase your notes at any price and, in this regard,
GS&Co. is not obligated to make a market in the notes. See "-- Your Notes May Not Have an Active Trading Market" below.

T he N ot e s Are Subje c t t o t he Cre dit Risk of t he I ssue r

Although the interest on the notes will be based on the performance of the index, the payment of any amount due on the notes
is subject to our credit risk. The notes are our unsecured obligations. Investors are dependent on our ability to pay all amounts due
on the notes, and therefore investors are subject to our credit risk and to changes in the market's view of our creditworthiness.
See "Description of the Notes We May Offer -- Information About Our Medium-Term Notes, Series D Program -- How the Notes
Rank Against Other Debt" on page S-4 of the accompanying prospectus supplement.

I f t he Closing Le ve l of t he I nde x I s Le ss T ha n t he T rigge r Le ve l on Any Re fe re nc e Da t e in Any I nt e re st
Pe riod, t he I nt e re st Ra t e Wit h Re spe c t t o t he N e x t I nt e re st Pa ym e nt Da t e Will Be Re duc e d

Because of the formula used to calculate the interest rate applicable to your notes, in the event the closing level of the index
on any reference date in any applicable interest period is less than the trigger level, the interest rate with respect to the next
interest payment date will be reduced. Therefore, if the closing level of the index is less than the trigger level for an entire interest
rate period, you will receive no interest on the related interest payment date. In such case, even if you receive some interest
payments on some or all of the interest payment dates, the overall return you earn on your notes may be less than you would have
earned by investing in a non-indexed debt security of comparable maturity that bears interest at a prevailing market rate.

I f Y ou Purc ha se Y our N ot e s a t a Pre m ium t o Fa c e Am ount , t he Re t urn on Y our I nve st m e nt Will Be Low e r
T ha n t he Re t urn on N ot e s Purc ha se d a t Fa c e Am ount a nd t he I m pa c t of Ce rt a in K e y T e rm s of t he N ot e s Will
be N e ga t ive ly Affe c t e d

The amount you will be paid for your notes on the stated maturity date will not be adjusted based on the issue price you pay
for the notes. If you purchase notes at a price that differs from the face amount of the notes, then the return on your investment in
such notes held to the stated maturity date will differ from, and may be substantially less than, the return on notes purchased at
face amount. If you purchase your notes at a premium to face amount and hold them to the stated maturity date the return on your
investment in the notes will be lower than it would have been had you purchased the notes at face amount or a discount to face
amount.

T he M a rk e t V a lue of Y our N ot e s M a y Be I nflue nc e d by M a ny U npre dic t a ble Fa c t ors

When we refer to the market value of your notes, we mean the value that you could receive for your notes if you chose to sell
them in the open market before the stated maturity date. A number of factors, many of which are beyond our control, will influence
the market value of your notes, including:

· the level of the index;

· the volatility -- i.e., the frequency and magnitude of changes -- in the closing level of the index;

· the dividend rates of the index stocks;

· economic, financial, legislative, regulatory, political, military and other events that affect stock markets generally and the

index stocks, and which may affect the closing level of the index;

· interest rates and yield rates in the market;

http://www.sec.gov/Archives/edgar/data/886982/000110465915081411/a15-22132_7424b2.htm[4/7/2016 10:32:40 AM]

· the time remaining until your notes mature; and

· our creditworthiness, whether actual or perceived, and including actual or anticipated upgrades or downgrades in our credit

ratings or changes in other credit measures.

S-9
Table of Contents

These factors, and many other factors, will influence the price you will receive if you sell your notes before maturity, including
the price you may receive for your notes in any market making transaction. If you sell your notes before maturity, you may receive
less than the face amount of your notes.

You cannot predict the future performance of the index based on its historical performance. The actual performance of the
index over the life of the offered notes, as well as the interest payable on each interest payment date, may bear little or no relation
to the historical closing levels of the index or the hypothetical examples shown elsewhere in this prospectus supplement.

I f t he Le ve l of t he I nde x Cha nge s, t he M a rk e t V a lue of Y our N ot e s M a y N ot Cha nge in t he Sa m e M a nne r

The price of your notes may move differently than the performance of the index. Changes in the level of the index may not
result in a comparable change in the market value of your notes. Even if the closing level of the index is greater than or equal to
the trigger level during some portion of the life of the notes, the market value of your notes may not increase in the same manner.
We discuss some of the reasons for this disparity under "-- The Market Value of Your Notes May Be Influenced by Many
Unpredictable Factors" above.

Ant ic ipa t e d H e dging Ac t ivit ie s by Goldm a n Sa c hs or Our Dist ribut ors M a y N e ga t ive ly I m pa c t I nve st ors in
t he N ot e s a nd Ca use Our I nt e re st s a nd T hose of Our Clie nt s a nd Count e rpa rt ie s t o be Cont ra ry t o T hose of
I nve st ors in t he N ot e s

Goldman Sachs expects to hedge The Goldman Sachs Group, Inc.'s obligations under the notes by purchasing futures and/or other
instruments linked to the index. Goldman Sachs also expects to adjust the hedge by, among other things, purchasing or selling any
of the foregoing, and perhaps other instruments linked to the index or the stocks underlying the index, which we refer to as index
stocks, at any time and from time to time, and to unwind the hedge by selling any of the foregoing on or before the determination
date for your notes. Alternatively, Goldman Sachs may hedge all or part of our obligations under the notes with unaffiliated
distributors of the notes which we expect will undertake similar market activity. Goldman Sachs may also enter into, adjust and
unwind hedging transactions relating to other index-linked notes whose returns are linked to changes in the level of the index or
the index stocks, as applicable.

In addition to entering into such transactions itself, or distributors entering into such transactions, Goldman Sachs may structure
such transactions for its clients or counterparties, or otherwise advise or assist clients or counterparties in entering into such
transactions. These activities may be undertaken to achieve a variety of objectives, including: permitting other purchasers of the
notes or other securities to hedge their investment in whole or in part; facilitating transactions for other clients or counterparties that
may have business objectives or investment strategies that are inconsistent with or contrary to those of investors in the notes;
hedging the exposure of Goldman Sachs to the notes including any interest in the notes that it reacquires or retains as part of the
offering process, through its market-making activities or otherwise; enabling Goldman Sachs to comply with its internal risk limits or
otherwise manage firmwide, business unit or product risk; and/or enabling Goldman Sachs to take directional views as to relevant
markets on behalf of itself or its clients or counterparties that are inconsistent with or contrary to the views and objectives of the
investors in the notes.

Any of these hedging or other activities may adversely affect the level of the index -- directly or indirectly by affecting the price of
the index stocks -- and therefore the market value of your notes and the amount we will pay on your notes at maturity. In addition,
you should expect that these transactions will cause Goldman Sachs or its clients, counterparties or distributors to have economic
interests and incentives that do not align with, and that may be directly contrary to, those of an investor in the notes. Neither
Goldman Sachs nor any distributor will have any obligation to take, refrain from taking or cease taking any action with respect to
these transactions based on the potential effect on an investor in the notes, and may receive substantial returns on hedging or
other activities while the value of your notes declines. In addition, if the distributor from which you purchase notes is to conduct
hedging activities in connection with the notes, that distributor may otherwise profit in connection with such hedging activities and
such profit, if any, will be in addition to the compensation that the distributor receives for the sale of the notes to you. You should
be aware that the potential to earn fees in connection with hedging activities may create

S-10
http://www.sec.gov/Archives/edgar/data/886982/000110465915081411/a15-22132_7424b2.htm[4/7/2016 10:32:40 AM]

Document Outline

#1">
- #1">