Obbligazione Goldman Sachs 0.573% ( US38148TAK51 ) in USD

Goldman Sachs

100 USD ▲

Stati Uniti

US38148TAK51 ( in USD )

0.573% per anno ( pagato 2 volte l'anno)

29/07/2027

Prospetto opuscolo dell'obbligazione Goldman Sachs US38148TAK51 en USD 0.573%, scadenza 29/07/2027

1 000 USD

10 700 000 USD

38148TAK5

BBB+ ( Lower medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

29/07/2025 ( In 156 giorni )

Goldman Sachs è una banca d'investimento multinazionale americana che offre servizi di investimento bancario, gestione patrimoniale e trading a clienti istituzionali e privati.

The Obbligazione issued by Goldman Sachs ( United States ) , in USD, with the ISIN code US38148TAK51, pays a coupon of 0.573% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 29/07/2027

The Obbligazione issued by Goldman Sachs ( United States ) , in USD, with the ISIN code US38148TAK51, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Goldman Sachs ( United States ) , in USD, with the ISIN code US38148TAK51, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Prospectus Supplement No. 3940 dated July 24, 2015
424B2 1 d42104d424b2.htm PROSPECTUS SUPPLEMENT NO. 3940 DATED JULY 24, 2015
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-198735

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

$10,700,000

Fixed and Floating Rate Notes due 2027

We will pay a fixed rate of interest at a rate of 4.00% per annum quarterly on January 29, April 29, July 29 and October 29 of
each year, commencing on October 29, 2015 to, and including, July 29, 2018. After July 29, 2018, interest will be payable quarterly
on January 29, April 29, July 29 and October 29 of each year, commencing on October 29, 2018 to, and including, the stated
maturity date (July 29, 2027) at a floating rate equal to the then-applicable 10-year CMS rate, subject to the minimum interest rate
of 0.00% per annum. The notes will mature on the stated maturity date. On the stated maturity date, you will receive $1,000, plus
any accrued and unpaid interest, for each $1,000 of the face amount of your notes.
The interest on your notes for each quarterly interest period commencing on or after July 29, 2018 will be a rate equal to the
then-applicable 10-year CMS rate, determined on the relevant interest determination date, subject to the minimum interest rate.
Y our inve st m e nt in t he not e s involve s c e rt a in risk s, inc luding, a m ong ot he r t hings, our c re dit risk . Se e
pa ge S -5 .
You should read the additional disclosure herein so that you may better understand the terms and risks of your investment.

Origina l issue da t e : July 29, 2015
Origina l issue pric e :
100.000% of the face amount
U nde rw rit ing disc ount : 1.825% of the face amount
N e t proc e e ds t o t he issue r:
98.175% of the face amount
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. 3940 dated July 24, 2015.
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.
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.

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

http://www.sec.gov/Archives/edgar/data/886982/000119312515265882/d42104d424b2.htm[7/28/2015 3:27:07 PM]

Prospectus Supplement No. 3940 dated July 24, 2015
· 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.
SPECI FI C T ERM S OF Y OU R N OT ES

We refer to the notes we are offering by this prospectus supplement as the "offered notes" or the "notes". 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, while references to "Goldman Sachs" mean The Goldman Sachs
Group, Inc., together with 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, relating to Medium-Term Notes, Series D, of The Goldman Sachs Group, Inc. Please note that in this
section entitled "Specific Terms of Your Notes", references to "holders" mean those who own notes registered in their own
names, on the books that we or the trustee maintain for this purpose, and not those who own beneficial interests in notes
registered in street name or in notes issued in book-entry form through The Depository Trust Company. Please review the
special considerations that apply to owners of beneficial interests in the accompanying prospectus, under "Legal Ownership and
Book-Entry Issuance". 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.
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
Fa c e a m ount : each note will have a face amount equal to $1,000, or integral multiples of $1,000 in excess thereof; $10,700,000
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
St a t e d m a t urit y da t e : July 29, 2027
T ra de da t e : July 24, 2015
Origina l issue da t e (se t t le m e nt da t e ): July 29, 2015
Form of N ot e s: global form only
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: The notes will be treated 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 amounts treated as qualified stated interest in ordinary income at the time you receive or accrue such payments,
depending on your regular method of accounting for tax purposes. In addition, you should be required to include any original issue
discount in ordinary income as such original issue discount accrues, regardless of your method of accounting for tax purposes. Any
gain or loss you recognize upon the sale, exchange or maturity of your notes should be capital gain or loss. Please see
"Supplemental Discussion of Federal Income Tax Consequences" below for a more detailed discussion.
Fix e d int e re st ra t e : for the fixed rate interest periods, interest on the notes will be 4.00% per annum
Fix e d ra t e int e re st pa ym e nt da t e s: January 29, April 29, July 29 and October 29 of each year, commencing on October 29,
2015 to, and including, July 29, 2018
Fix e d ra t e int e re st pe riods: quarterly; the periods from and including a fixed rate interest payment date (or the original issue
date, in the case of the first fixed rate interest period) to but excluding the following fixed rate interest payment date
Floa t ing int e re st ra t e : for the floating rate interest periods commencing on or after July 29, 2018 to, but excluding, the stated
maturity date, a rate per annum equal to the base rate, determined on the relevant interest determination date, subject to the
minimum interest rate
Ba se ra t e for t he floa t ing ra t e int e re st pe riods: 10-year CMS rate (as described under "Historical 10-Year CMS Rates"
below and in the accompanying prospectus supplement under "Description of the Notes We May Offer Interest Rates CMS
Rate Notes")
I nde x m a t urit y: 10 years
http://www.sec.gov/Archives/edgar/data/886982/000119312515265882/d42104d424b2.htm[7/28/2015 3:27:07 PM]

Prospectus Supplement No. 3940 dated July 24, 2015

S-2
M inim um int e re st ra t e : 0.00% per annum
Floa t ing ra t e int e re st pa ym e nt da t e s: January 29, April 29, July 29 and October 29 of each year, commencing on
October 29, 2018, to, and including, the stated maturity date, subject to adjustments as described elsewhere in the prospectus
supplement
Floa t ing ra t e int e re st pe riods: quarterly; the periods from and including a floating rate interest payment date (or the final fixed
rate interest payment date, in the case of the first floating rate interest period) to but excluding the next succeeding floating rate
interest payment date (or the stated maturity date, in the case of the final floating rate interest period)
I nt e re st de t e rm ina t ion da t e s: for each floating rate interest period, the second U.S. Government securities business day
preceding the floating rate interest reset date
Busine ss da y c onve nt ion: following unadjusted; applicable to interest payment dates and floating rate interest reset dates
Floa t ing ra t e int e re st re se t da t e s: every January 29, April 29, July 29 and October 29 of each year, commencing on
July 29, 2018
Da y c ount c onve nt ion: 30/360 (ISDA)
Re gula r re c ord da t e s: the day immediately prior to the day on which the interest payment is to be made (as such payment
day may be adjusted under the applicable business day convention)
N o list ing: the notes will not be listed or displayed on any securities exchange or interdealer market quotation system
N o re de m pt ion: the notes will not be subject to redemption right or price dependent redemption right
Busine ss Da y: New York business day
De fe a sa nc e a pplie s a s follow s:

· full defeasance: no

· covenant defeasance: no
Ca lc ula t ion a ge nt : Goldman, Sachs & Co.
CU SI P no.: 38148TAK5
I SI N no.: US38148TAK51
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-3
H Y POT H ET I CAL EX AM PLES
The following table is provided for purposes of illustration only. It should not be taken as an indication or prediction of future
investment results and is intended merely to illustrate the method we will use to calculate the amount of interest accrued during
each interest period following the twelfth interest period.
The table below is based on 10-year CMS rates that are entirely hypothetical; no one can predict what the 10-year CMS rate
will be on any day during the floating rate interest periods, and no one can predict the interest that will accrue on your notes in any
floating rate interest period.
For these reasons, the actual 10-year CMS rates during the floating rate interest periods, as well as the interest payable on
each floating rate interest payment date, may bear little relation to the hypothetical table shown below or to the historical 10-year
CMS rates shown elsewhere in this prospectus supplement. For information about the 10-year CMS rates during recent periods,
see "Historical 10-year CMS Rates" on page S-9. Before investing in the offered notes, you should consult publicly available
information to determine the 10-year CMS rates between the date of this prospectus supplement and the date of your purchase of
the offered notes.
The following table illustrates the method we will use to calculate the interest rate at which interest will accrue on each day
included in each floating rate interest period, subject to the key terms and assumptions below.
The percentage amounts in the left column of the table below represent hypothetical 10-year CMS rates on a given floating
http://www.sec.gov/Archives/edgar/data/886982/000119312515265882/d42104d424b2.htm[7/28/2015 3:27:07 PM]

Prospectus Supplement No. 3940 dated July 24, 2015
rate interest determination date. The right column of the table below represent the hypothetical interest, as a percentage of the face
amount of each note, that would be payable on a given floating rate interest payment date, based on the corresponding
hypothetical 10-year CMS rate. The information in the table also reflects the key terms and assumptions in the box below.

K e y T e rm s a nd Assum pt ion
Face amount

$1,000
Minimum interest rate

0.00% per annum
Also, the hypothetical examples shown below do not take into account the effects of applicable taxes.

H ypot he t ic a l int e re st a m ount pa ya ble on a floa t ing ra t e
H ypot he t ic a l 1 0 -Y e a r CM S Ra t e

int e re st pa ym e nt da t e

-3.00%

0.00%*
-2.00%

0.00%*
-1.00%

0.00%*
0.00%

0.00%*
0.20%

0.20%
0.25%

0.25%
0.90%

0.90%
1.00%

1.00%
1.05%

1.05%
2.35%

2.35%
3.00%

3.00%
4.00%

4.00%
5.50%

5.50%
7.00%

7.00%
* Interest is floored at the minimum interest rate of 0.00% per annum for the floating rate interest payment dates.
Payments on the notes are economically equivalent to the amounts that would be paid on a combination of other instruments.
For example, payments on the notes are economically equivalent to the amounts that would be paid on a combination of an
interest-bearing bond bought, and an option bought, by the holder (with an implicit option premium paid over time by the holder).
The discussion in this paragraph does not modify or affect the terms of the notes or the United States income tax treatment of the
notes, as described elsewhere in this prospectus supplement.

We cannot predict the actual 10-year CMS rate on any day or the market value of your notes, nor can we predict the
relationship between the 10-year CMS rate 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 offered notes will receive on each floating rate interest payment date and the rate of
return on the offered notes will depend on the actual 10-year CMS rates determined by the calculation agent over the life of your
notes. Moreover, the assumptions on which the hypothetical table is based may turn out to be inaccurate. Consequently, the
interest amount to be paid in respect of your notes on each floating rate interest payment date may be very different from the
information reflected in the table above.

S-4
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. Your notes are a riskier investment than ordinary debt securities. 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. You should carefully consider whether the offered notes
are suited to your particular circumstances.
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 return on the notes will be based in part on the performance of the 10-year CMS rate, 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.
http://www.sec.gov/Archives/edgar/data/886982/000119312515265882/d42104d424b2.htm[7/28/2015 3:27:07 PM]

Prospectus Supplement No. 3940 dated July 24, 2015
We M a y Se ll a n Addit iona l Aggre ga t e Fa c e Am ount of t he N ot e s a t a Diffe re nt I ssue Pric e
At our sole option, we may decide to sell an additional aggregate face amount of the notes subsequent to the date of this
prospectus supplement. The issue price of the notes in the subsequent sale may differ substantially (higher or lower) from the issue
price you paid as provided on the cover of this prospectus supplement.
T he Am ount of I nt e re st Pa ya ble on Y our N ot e s Will N ot Be Affe c t e d by t he 1 0 -Y e a r CM S Ra t e on Any Da y
Ot he r T ha n a n I nt e re st De t e rm ina t ion Da t e
For each interest period after the first twelve interest periods, the amount of interest payable on each floating rate interest
payment date is calculated based on the 10-year CMS rate on the applicable interest determination date. Although the actual 10-
year CMS rate on a floating rate interest payment date or at other times during a floating rate interest period may be higher than
the 10-year CMS rate on the applicable interest determination date, you will not benefit from the 10-year CMS rate at any time
other than on the interest determination date for such floating rate interest period.
Re c e nt Re gula t ory I nve st iga t ions Re ga rding Pot e nt ia l M a nipula t ion of I SDAfix M a y Adve rse ly Affe c t Y our
N ot e s
It has been reported that the U.K. Financial Conduct Authority and the U.S. Commodity Futures Trading Commission are
working together to investigate potential manipulation of ISDAfix. If such manipulation occurred, it may have resulted in the 10-year
CMS rate being artificially lower (or higher) than it would otherwise have been. Any changes or reforms affecting the determination
or supervision of ISDAfix in light of these investigations may result in a sudden or prolonged increase or decrease in reported
ISDAfix, which could have an adverse impact on the trading market for ISDAfix-benchmarked securities such as your notes, the
value of your notes and any payments on your notes.
T he H ist oric a l Le ve ls of t he 1 0 -Y e a r CM S Ra t e Are N ot a n I ndic a t ion of t he Fut ure Le ve ls of t he
1 0 -Y e a r CM S Ra t e
In the past, the level of the 10-year CMS rate has experienced significant fluctuations. You should note that historical levels,
fluctuations and trends of the 10-year CMS rate are not necessarily indicative of future levels. Any historical upward or downward
trend in the 10-year CMS rate is not an indication that the 10-year CMS rate is more or less likely to increase or decrease at any
time during an interest period, and you should not take the historical levels of the 10-year CMS rate as an indication of its future
performance.

S-5
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 10-year CMS rate;

· the volatility i.e., the frequency and magnitude of changes in the level of the 10-year CMS rate;

· economic, financial, regulatory and political, military or other events that affect the level of the 10-year CMS rate generally.

· interest rate and yield rates in the market;

· 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.
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
http://www.sec.gov/Archives/edgar/data/886982/000119312515265882/d42104d424b2.htm[7/28/2015 3:27:07 PM]

Prospectus Supplement No. 3940 dated July 24, 2015
less than the face amount of your notes.
You cannot predict the future performance of the 10-year CMS rate based on its historical performance. The actual
performance of the 10-year CMS rate over the life of the offered notes may bear little or no relation to the historical levels of the
10-year CMS rate or to the hypothetical examples shown elsewhere in this prospectus supplement.
I f t he 1 0 -Y e a r CM S Ra t e 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 10-year CMS rate. Changes in the 10-year CMS rate may not result in a
comparable change in the market value of your notes. We discuss some of the reasons for this disparity under "-- The Amount of
Interest Payable on Your Notes Will Not Be Affected by the 10-year CMS rate on Any Day Other Than an Interest Determination
Date" and "-- 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 our obligations under the notes by purchasing futures and/or other instruments linked to 10-
year CMS rate. 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 10-year CMS rate, at any time and from time to time, and to unwind the hedge
by selling any of the foregoing on or before the final interest 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 10-year CMS rate-
linked notes whose returns are linked to 10-year CMS rate.
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

S-6
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 levels of 10-year CMS rate -- 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 a further incentive for the distributor to sell the notes to you in addition to the
compensation they would receive for the sale of the notes.
As Ca lc ula t ion Age nt , Goldm a n, Sa c hs & Co. Will H a ve t he Aut horit y t o M a k e De t e rm ina t ions t ha t Could
Affe c t t he V a lue of Y our N ot e s a nd t he Am ount Y ou M a y Re c e ive On Any I nt e re st Pa ym e nt Da t e
As calculation agent for your notes, Goldman, Sachs & Co. will have discretion in making certain determinations that affect
your notes, including determining the 10-year CMS rate on any interest determination date, which we will use to determine the
amount we will pay on any applicable floating rate interest payment date during the floating rate interest periods. The exercise of
this discretion by Goldman, Sachs & Co. could adversely affect the value of your notes and may present Goldman, Sachs & Co.
with a conflict of interest. We may change the calculation agent at any time without notice and Goldman, Sachs & Co. may resign
as calculation agent at any time upon 60 days' written notice to Goldman Sachs.
Y our N ot e s M a y N ot H a ve a n Ac t ive T ra ding M a rk e t
Your notes will not be listed or displayed on any securities exchange or included in any interdealer market quotation system,
and there may be little or no secondary market for your notes. Even if a secondary market for your notes develops, it may not
http://www.sec.gov/Archives/edgar/data/886982/000119312515265882/d42104d424b2.htm[7/28/2015 3:27:07 PM]

Prospectus Supplement No. 3940 dated July 24, 2015
provide significant liquidity and we expect that transaction costs in any secondary market would be high. As a result, the difference
between bid and asked prices for your notes in any secondary market could be substantial.
Ce rt a in Conside ra t ions for I nsura nc e Com pa nie s a nd Em ploye e Be ne fit Pla ns
Any insurance company or fiduciary of a pension plan or other employee benefit plan that is subject to the prohibited
transaction rules of the Employee Retirement Income Security Act of 1974, as amended, which we call "ERISA", or the Internal
Revenue Code of 1986, as amended, including an IRA or a Keogh plan (or a governmental plan to which similar prohibitions
apply), and that is considering purchasing the offered notes with the assets of the insurance company or the assets of such a plan,
should consult with its counsel regarding whether the purchase or holding of the offered notes could become a "prohibited
transaction" under ERISA, the Internal Revenue Code or any substantially similar prohibition in light of the representations a
purchaser or holder in any of the above categories is deemed to make by purchasing and holding the offered notes. This is
discussed in more detail under "Employee Retirement Income Security Act" below.
Y ou M a y Be Re quire d t o Ac c rue I nt e re st in Ex c e ss of I nt e re st Pa ym e nt s Follow ing t he I nit ia l Fix e d Ra t e
I nt e re st Pe riods
Under the rules governing variable rate debt instruments discussed below under "Supplemental Discussion of Federal Income
Tax Consequences", you may be required to accrue an amount of interest in the initial fixed rate interest periods of your note that
is less than the stated interest on your note in such periods. Conversely, you may be required to accrue an amount of interest in
the floating rate interest periods of your note that exceeds the stated interest on your note in such periods.
Fore ign Ac c ount T a x Com plia nc e Ac t (FAT CA) Wit hholding M a y Apply t o Pa ym e nt s on Y our N ot e s, I nc luding
a s a Re sult of t he Fa ilure of t he Ba nk or Brok e r T hrough Whic h Y ou H old t he N ot e s t o Provide I nform a t ion
t o T a x Aut horit ie s
Please see the discussion under "United States Taxation -- Taxation of Debt Securities -- Foreign Account Tax Compliance
Act (FATCA) Withholding" in the accompanying prospectus for a description of the applicability of FATCA to payments made on
your notes.

S-7
U SE OF PROCEEDS
We will use the net proceeds we receive from the sale of the offered notes for the purposes we describe in the accompanying
prospectus under "Use of Proceeds".
H EDGI N G
In anticipation of the sale of the offered notes, we and/or our affiliates have entered into or expect to enter into hedging
transactions involving purchases of instruments linked to the 10-year CMS rate. In addition, from time to time, we and/or our
affiliates expect to enter into additional hedging transactions and to unwind those we have entered into, in connection with the
offered notes and perhaps in connection with other notes we issue, some of which may have returns linked to the 10-year CMS
rate. Consequently, with regard to your notes, from time to time, we and/or our affiliates:

· expect to acquire or dispose of positions in over-the-counter options, futures or other instruments linked to the 10-year

CMS rate, and/or

· may take short positions in securities of the kind described above -- i.e., we and/or our affiliates may sell securities of

the kind that we do not own or that we borrow for delivery to purchaser, and/or

· may take or dispose of positions in interest rate swaps, options swaps and treasury bonds.
We and/or our affiliates may also acquire a long or short position in securities similar to your notes from time to time and may,
in our or their sole discretion, hold or resell those securities.
In the future, we and/or our affiliates expect to close out hedge positions relating to the offered notes and perhaps relating to
other notes with returns linked to the 10-year CMS rate. These steps may also involve sales and/or purchases of some or all of the
listed or over-the-counter options, futures or other instruments linked to the 10-year CMS rate.

The hedging activity discussed above may adversely affect the market value of your notes from time to time and the amount
we will pay on your notes. See "Additional Risk Factors Specific to Your Notes" above for a discussion of these adverse effects.

S-8
http://www.sec.gov/Archives/edgar/data/886982/000119312515265882/d42104d424b2.htm[7/28/2015 3:27:07 PM]

Prospectus Supplement No. 3940 dated July 24, 2015
H I ST ORI CAL 1 0 -Y EAR CM S RAT ES
In this prospectus supplement, when we refer to the 10-year CMS rate, we mean the rate as it appears on Reuters page
ISDAFIX1 (or any successor or replacement page) under the heading 10-year index maturity for rates at approximately 11:00 a.m.
New York time, on each interest determination date. If the 10-year CMS rate cannot be determined in this manner on the relevant
interest determination date, the following procedures will apply to your notes.

· The 10-year CMS rate for each interest determination date will be determined on the basis of the mid-market semi-annual
swap rate quotations provided by five leading swap dealers in the New York City interbank market at approximately 11:00 a.m.,
New York City time, on the relevant interest determination date. For this purpose, the semi-annual swap rate means the mean
of the bid and offered rates for the semi-annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for-floating U.S.
dollar interest rate swap transaction with a term equal to ten years commencing on the floating rate interest reset date, with an
acknowledged dealer of good credit in the swap market, where the floating leg, calculated on an Actual/360 day count basis, is
equivalent to LIBOR with a designated maturity of three months, as such rate may be determined in accordance with the
provisions set forth under "Description of Notes We May Offer -- Interest Rates -- LIBOR Notes" in the accompanying
prospectus supplement. The calculation agent will select the five swap dealers in its sole discretion and will request the
principal New York City office of each of those dealers to provide a quotation of its rate.

· If at least three quotations are provided, the 10-year CMS rate on the relevant interest determination date will be the arithmetic
mean of the quotations described above, eliminating the highest and lowest quotations or, in the event of equality, one of the
highest and one of the lowest quotations.

· If fewer than three quotations are provided, the calculation agent will determine the 10-year CMS rate in its sole discretion.
The level of the 10-year CMS rate has fluctuated in the past and may, in the future, experience significant fluctuations. Any
historical upward or downward trend in the level of the 10-year CMS rate during any period shown below is not an indication that
the 10-year CMS rate is more or less likely to increase or decrease at any time during the life of your notes. See "Additional Risk
Factors Specific to Your Notes -- Recent Regulatory Attention to the ISDAfix Process" for more information relating to the 10-year
CMS rate.
Y ou should not t a k e t he hist oric a l le ve ls of t he 1 0 -ye a r CM S ra t e a s a n indic a t ion of fut ure le ve ls of t he
1 0 -ye a r CM S ra t e s. We cannot give you any assurance that the future levels of the 10-year CMS rate will result in your
receiving a return on your notes that is greater than the return you would have realized if you invested in a debt security of
comparable maturity that bears interest at a prevailing market rate.
In light of current market conditions, the trends reflected in the historical levels of the 10-year CMS rate may be less likely to
be indicative of the levels of the 10-year CMS rate during the floating rate interest periods.
Neither we nor any of our affiliates make any representation to you as to the performance of the 10-year CMS rate during the
floating rate interest periods. The actual levels of the 10-year CMS rate during the floating rate interest periods may bear little
relation to the historical levels of the 10-year CMS rate shown below.
The graph below shows the daily historical last levels of the 10-year CMS rate from July 24, 2005 through July 24, 2015. We
obtained the last levels in the graph below from Reuters, without independent verification.

S-9
http://www.sec.gov/Archives/edgar/data/886982/000119312515265882/d42104d424b2.htm[7/28/2015 3:27:07 PM]

Prospectus Supplement No. 3940 dated July 24, 2015

S-10
SU PPLEM EN T AL DI SCU SSI ON OF FEDERAL I N COM E T AX CON SEQU EN CES
The following section supplements the discussion of U.S. federal income taxation in the accompanying prospectus.
The following section is the opinion of Sidley Austin LLP, counsel to The Goldman Sachs Group, Inc. It applies to you only if
you hold your notes as a capital asset for tax purposes. This section does not apply to you if you are a member of a class of
holders subject to special rules, such as:

· a dealer in securities or currencies;

· a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings;

· a bank;

· a life insurance company;

· a tax-exempt organization;

· a partnership;

· a person that owns the notes as a hedge or that is hedged against interest rate risks;

· a person that owns the notes as part of a straddle or conversion transaction for tax purposes; or

· a United States holder (as defined below) whose functional currency for tax purposes is not the U.S. dollar.
This section is based on the U.S. Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed
regulations under the Internal Revenue Code, published rulings and court decisions, all as currently in effect. These laws are
subject to change, possibly on a retroactive basis.

You should consult your tax advisor concerning the U.S. federal income tax, and other tax consequences of your investment
in the notes, including the application of state, local or other tax laws and the possible effects of changes in federal or other tax
laws.
U nit e d St a t e s H olde rs
This subsection describes the tax consequences to a United States holder. You are a United States holder if you are a
beneficial owner of notes and you are:

· a citizen or resident of the United States;
http://www.sec.gov/Archives/edgar/data/886982/000119312515265882/d42104d424b2.htm[7/28/2015 3:27:07 PM]

Prospectus Supplement No. 3940 dated July 24, 2015

· a domestic corporation;

· an estate whose income is subject to U.S. federal income tax regardless of its source; or

· a trust if a United States court can exercise primary supervision over the trust's administration and one or more United

States persons are authorized to control all substantial decisions of the trust.
If you are not a United States holder, this section does not apply to you and you should refer to "-- United States Alien
Holders" below.
Tax Treatment. The notes will be treated 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 amounts treated as qualified stated interest in
ordinary income at the time you receive or accrue such payments, depending on your regular method of accounting for tax
purposes. In addition, you should be required to include any original issue discount in ordinary income as such original issue
discount accrues, regardless of your method of accounting for tax purposes.
As discussed in the accompanying prospectus under "United States Taxation -- Taxation of Debt Securities -- United States
Holders -- Original Issue Discount," (i) you must include original issue discount, or OID, (if any) in your gross income for U.S.
federal income tax purposes as it accrues (regardless of your regular method of accounting) and (ii) you must determine the
amount of interest that is treated as qualified stated interest ("QSI") on your notes in order to determine the amount of OID in
respect of a note. As discussed in the following paragraph and discussed in further detail in the accompanying prospectus under
"United States Taxation -- Taxation of Debt Securities -- United States Holders -- Variable Rate Debt Securities," in order to
determine the amount of QSI and OID in respect of the notes, an equivalent fixed rate debt instrument must be constructed. The
equivalent fixed rate debt instrument is a hypothetical instrument that has terms that are identical to those of the notes, except that
the equivalent fixed rate debt instrument provides for fixed rate substitutes in lieu of the actual rates on the notes. The amount of
OID and QSI on the notes is determined for the equivalent fixed rate debt instrument under the rules applicable to fixed rate debt
instruments and is generally taken into account as if the holder held the equivalent fixed rate debt instrument (subject to the
adjustment to QSI described below).

S-11
The equivalent fixed rate debt instrument is constructed in the following fashion: (i) first, the initial fixed rate is replaced with a
"qualified floating rate" that would preserve the fair market value of the notes, and (ii) second, each floating rate (including the
floating rate determined under (i) above) is converted into a fixed rate substitute (which, in each case, will generally be the value of
each floating rate as of the issue date). If the amount paid in any quarter is greater than (or less than) the amount assumed to be
paid in such quarter, you will be required to increase (or decrease) the amount of QSI you take into income by this difference. In
general, your taxable income in each year should include the amount of QSI paid or accrued (subject to the adjustments discussed
in this paragraph) and the annual OID accrual with respect to your notes but should not include payments made in respect of your
notes that are in excess of QSI (as adjusted). Any amount you receive in an accrual period which is in excess of the sum of the
OID and QSI for such period will be treated for federal income tax purposes as a return of principal. You should determine the OID
that is allocable to each period in the manner described under "United States Taxation -- Taxation of Debt Securities -- United
States Holders -- Original Issue Discount" in the accompanying prospectus.
You will generally recognize gain or loss upon the sale, exchange or maturity of your notes in an amount equal to the
difference, if any, between the amount of cash you receive at such time and your adjusted basis in your notes. See discussion
under "United States Taxation -- Taxation of Debt Securities -- United States Holders -- Purchase, Sale and Retirement of the
Debt Securities" for more information.
You should consult your tax advisor concerning the U.S. federal income tax consequences to you of acquiring, owning, and
disposing of the notes, as well as any tax consequences arising under the laws of any state, local, foreign, or other tax jurisdiction
and the possible effects of changes in U.S. federal or other tax laws.
If you purchase the notes at a price lower than the original issue price, you will be subject to the rules governing market
discount as described under "United States Taxation -- Taxation of Debt Securities -- United States Holders -- Market Discount" in
the accompanying prospectus. Because the notes provide for payments made prior to maturity that are treated as a return of
principal, a holder may not be able to use the straight-line method described therein. If you purchase the notes at a price higher
than the original issue price, you will be subject to the rules governing premium as described under "United States Taxation --
Taxation of Debt Securities -- United States Holders -- Debt Securities Purchased at a Premium" in the accompanying prospectus.
The original issue price of your notes is equal to the principal amount of the notes.
U nit e d St a t e s Alie n H olde rs
If you are a United States alien holder, please see the discussion under "United States Taxation -- Taxation of Debt Securities
-- United States Alien Holders" in the accompanying prospectus for a description of the tax consequences relevant to you. You are
http://www.sec.gov/Archives/edgar/data/886982/000119312515265882/d42104d424b2.htm[7/28/2015 3:27:07 PM]

Document Outline

#1">
- #1">