Obbligazione Goldman Sachs 4% ( US38148TH859 ) in USD

Goldman Sachs

99.975 USD ⇌

Stati Uniti

US38148TH859 ( in USD )

4% per anno ( pagato 2 volte l'anno)

18/11/2035

Prospetto opuscolo dell'obbligazione Goldman Sachs US38148TH859 en USD 4%, scadenza 18/11/2035

1 000 USD

11 000 000 USD

38148TH85

BBB+ ( Lower medium grade - Investment-grade )

N/A

18/05/2025 ( In 84 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.

Le Goldman Sachs emette un'obbligazione con ISIN US38148TH859, CUSIP 38148TH85, al prezzo attuale di mercato del 99,975% del valore nominale in USD, con un tasso di interesse del 4%, scadenza il 18/11/2035, frequenza di pagamento semestrale, rating S&P BBB+, emissione totale di 11.000.000 di unità con un taglio minimo di 1.000 unità.

Pricing Supplement No. 4221 dated November 13, 2015
424B2 1 d66218d424b2.htm PRICING SUPPLEMENT NO. 4221 DATED NOVEMBER 13, 2015
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-198735

$ 1 1 ,0 0 0 ,0 0 0

T he Goldm a n Sa c hs Group, I nc .
Callable Step-Up Fixed Rate Notes due 2035

We will pay you interest semi-annually on your notes at a rate of 4.00% per annum from and including November 18, 2015 to
but excluding November 18, 2025. We will pay you interest semi-annually on your notes at a rate of 4.50% per annum from and
including November 18, 2025 to but excluding November 18, 2029. We will pay you interest semi-annually on your notes at a rate
of 5.00% per annum from and including November 18, 2029 to but excluding November 18, 2032. We will pay you interest semi-
annually on your notes at a rate of 5.50% per annum from and including November 18, 2032 to but excluding November 18, 2033.
We will pay you interest semi-annually on your notes at a rate of 6.00% per annum from and including November 18, 2033 to but
excluding November 18, 2034. We will pay you interest semi-annually on your notes at a rate of 8.00% per annum from and
including November 18, 2034 to but excluding the stated maturity date (November 18, 2035). Interest will be paid on each May 18
and November 18. The first such payment will be made on May 18, 2016.
I n a ddit ion, w e m a y re de e m t he not e s a t our opt ion, in w hole but not in pa rt , on e a c h Fe brua ry 1 8 ,
M a y 1 8 ,
August 1 8 a nd N ove m be r 1 8 on or a ft e r N ove m be r 1 8 , 2 0 1 7 , upon five busine ss da ys' prior not ic e , a t a
re de m pt ion pric e e qua l t o 1 0 0 % of t he out st a nding princ ipa l a m ount plus a c c rue d a nd unpa id int e re st t o
but e x c luding t he re de m pt ion da t e . Alt hough t he int e re st ra t e w ill st e p up during t he life of your not e s, you
m a y not be ne fit from suc h inc re a se in t he int e re st ra t e if your not e s a re re de e m e d prior t o t he st a t e d
m a t urit y da t e .

Per Note
Total
Initial price to public

100.00%
$11,000,000
Underwriting discount

3.15%
$346,500
Proceeds, before expenses, to The Goldman Sachs Group, Inc.

96.85%
$10,653,500

The initial price to public set forth above does not include accrued interest, if any. Interest on the notes will accrue from
November 18, 2015 and must be paid by the purchaser if the notes are delivered after November 18, 2015. In addition to offers
and sales at the initial price to public, the underwriters may offer the notes from time to time for sale in one or more transactions at
market prices prevailing at the time of sale, at prices related to market prices or at negotiated prices.
The return (whether positive or negative) on your investment in notes will depend in part on the issue price you pay for such
notes.
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 .

Goldman Sachs may use this prospectus in the initial sale of the notes. In addition, Goldman, Sachs & Co. or any other
affiliate of Goldman Sachs may use this prospectus in a market-making transaction in the notes after their 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.

Goldm a n, Sa c hs & Co.

Pricing Supplement No. 4221 dated November 13, 2015.
http://www.sec.gov/Archives/edgar/data/886982/000119312515379632/d66218d424b2.htm[11/17/2015 3:12:22 PM]

Pricing Supplement No. 4221 dated November 13, 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.

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 pricing supplement and the accompanying documents listed below. This pricing 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 pricing 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
SPECI FI C T ERM S OF T H E N OT ES

Please note that in this section entitled "Specific Terms of the Notes", references to "The Goldman Sachs Group,
Inc.", "we", "our" and "us" mean only The Goldman Sachs Group, Inc. and do not include any of its consolidated
subsidiaries. Also, in this section, references to "holders" mean The Depository Trust Company (DTC) or its nominee
and not indirect owners who own beneficial interests in notes through participants in DTC. Please review the special
considerations that apply to indirect owners in the accompanying prospectus, under "Legal Ownership and Book-
Entry Issuance".
This pricing supplement no. 4221 dated November 13, 2015 (pricing supplement) and the accompanying prospectus dated
September 15, 2014 (accompanying prospectus), relating to the notes, should be read together. Because the notes are part of a
series of our debt securities called Medium-Term Notes, Series D, this pricing supplement and the accompanying prospectus
should also be read with the accompanying prospectus supplement, dated September 15, 2014 (accompanying prospectus
supplement). Terms used but not defined in this pricing supplement have the meanings given them in the accompanying
prospectus or accompanying prospectus supplement, unless the context requires otherwise.
The notes are part of a separate series of our debt securities under our Medium-Term Notes, Series D program governed by
our Senior Debt Indenture, dated as of July 16, 2008, between us and The Bank of New York Mellon, as trustee. This pricing
supplement summarizes specific terms that will apply to your notes. The terms of the notes described here supplement those
described in the accompanying prospectus supplement and accompanying prospectus and, if the terms described here are
inconsistent with those described there, the terms described here are controlling.
T e rm s of t he Ca lla ble St e p-U p Fix e d Ra t e N ot e s due 2 0 3 5

I ssue r: The Goldman Sachs Group, Inc.
exercise our right to call the notes or otherwise) or other
Princ ipa l a m ount : $11,000,000
disposition, a U.S. holder will generally recognize capital gain
or loss equal to the difference, if any, between (i) the amount
Spe c ifie d c urre nc y: U.S. dollars ($)
realized on the disposition (other than amounts attributable to
T ype of N ot e s: Fixed rate notes (notes)
accrued but unpaid interest, which would be treated as such)
and (ii) the U.S. holder's adjusted tax basis in the note.
De nom ina t ions: $1,000 and integral multiples of $1,000 in
excess thereof
I nt e re st pa ym e nt da t e s: May 18 and November 18 of
each year, commencing on May 18, 2016 and ending on the
T ra de da t e : November 13, 2015
stated maturity date
Origina l issue da t e : November 18, 2015
Re gula r re c ord da t e s: for interest due on an interest
St a t e d m a t urit y da t e : November 18, 2035
payment date, the day immediately prior to the day on which
I nt e re st ra t e : 4.00% per annum from and including
payment is to be made (as such payment day may be adjusted
November 18, 2015 to but excluding November 18, 2025;
under the applicable business day convention specified below)
http://www.sec.gov/Archives/edgar/data/886982/000119312515379632/d66218d424b2.htm[11/17/2015 3:12:22 PM]

Pricing Supplement No. 4221 dated November 13, 2015
4.50% per annum from and including November 18, 2025 to
Da y c ount c onve nt ion: 30/360
but excluding November 18, 2029; 5.00% per annum from and
Busine ss da y: New York
including November 18, 2029 to but excluding November 18,
2032; 5.50% per annum from and including November 18,
Busine ss da y c onve nt ion: following unadjusted
2032 to but excluding November 18, 2033; 6.00% per annum
Re de m pt ion a t opt ion of issue r be fore st a t e d
from and including November 18, 2033 to but excluding
m a t urit y: We may redeem the notes at our option, in whole
November 18, 2034; 8.00% per annum from and including
but not in part, on each February 18, May 18, August 18 and
November 18, 2034 to but excluding November 18, 2035
November 18 on or after November 18, 2017, upon five
Supple m e nt a l disc ussion of U .S. fe de ra l inc om e t a x
business days' prior notice, at a redemption price equal to
c onse que nc e s: Subject to the discussion set forth in the
100% of the outstanding principal amount plus accrued and
section referenced below regarding short-term debt securities,
unpaid interest to but excluding the redemption date
it is the opinion of Sidley Austin LLP that interest on a note will
List ing: None
be taxable to a U.S. holder as ordinary interest income at the
time it accrues or is received in accordance with the U.S.
ERI SA: as described under "Employee Retirement Income
holder's normal method of accounting for tax purposes
Security Act" on page 118 of the accompanying prospectus
(regardless of whether we call the notes). Upon the disposition
of a note by sale, exchange, redemption or retirement (i.e., if
we

PS-2
Table of Contents
CU SI P no.: 38148TH85
FDI C: The notes are not bank deposits and are not insured by
I SI N no.: US38148TH859
the Federal Deposit Insurance Corporation or any other
governmental agency, nor are they obligations of, or
Form of not e s: Your notes will be issued in book-entry form
guaranteed by, a bank
and represented by a master global note. You should read the
section "Legal Ownership and Book-Entry Issuance" in the
Ca lc ula t ion Age nt : Goldman, Sachs & Co.
accompanying prospectus for more information about notes
Fore ign Ac c ount T a x Com plia nc e Ac t (FAT CA)
issued in book-entry form
Wit hholding M a y Apply t o Pa ym e nt s on Y our N ot e s,
De fe a sa nc e a pplie s a s follow 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
·
full defeasance -- i.e., our right to be relieved of all our
Provide I nform a t ion t o T a x Aut horit ie s:
obligations on the note by placing funds in trust for the
Please see the discussion under "United States Taxation --
holder: yes

Taxation of Debt Securities -- Foreign Account Tax
·
covenant defeasance -- i.e., our right to be relieved of
Compliance Act (FATCA) Withholding" in the accompanying
specified provisions of the note by placing funds in trust
prospectus for a description of the applicability of FATCA to
for the holder: yes
payments made on your notes.

PS-3
Table of Contents
ADDI T I ON AL I N FORM AT I ON ABOU T T H E N OT ES
Book-Entry System
We will issue the notes as a master global note registered in the name of DTC, or its nominee. The sale of the notes will
settle in immediately available funds through DTC. You will not be permitted to withdraw the notes from DTC except in the limited
situations described in the accompanying prospectus under "Legal Ownership and Book-Entry Issuance -- What Is a Global
Security? -- Holder's Option to Obtain a Non-Global Security; Special Situations When a Global Security Will Be Terminated".
Investors may hold interests in a master global note through organizations that participate, directly or indirectly, in the DTC system.
In addition to this pricing supplement, the following provisions are hereby incorporated into the global master note: the
description of the 30/360 day count convention appearing under "Description of Debt Securities We May Offer Calculations of
http://www.sec.gov/Archives/edgar/data/886982/000119312515379632/d66218d424b2.htm[11/17/2015 3:12:22 PM]

Pricing Supplement No. 4221 dated November 13, 2015
Interest on Debt Securities Interest Rates and Interest" in the accompanying prospectus, the description of New York business
day appearing under "Description of Debt Securities We May Offer Calculations of Interest on Debt Securities Business Days"
in the accompanying prospectus, the description of the following unadjusted business day convention appearing under "Description
of Debt Securities We May Offer Calculations of Interest on Debt Securities Business Day Conventions" in the accompanying
prospectus and the section "Description of Debt Securities We May Offer Defeasance and Covenant Defeasance" in the
accompanying prospectus.
When We Can Redeem the Notes
We will be permitted to redeem the notes at our option before their stated maturity, as described below. The notes will not be
entitled to the benefit of any sinking fund that is, we will not deposit money on a regular basis into any separate custodial account
to repay your note. In addition, you will not be entitled to require us to buy your note from you before its stated maturity.
We will have the right to redeem the notes at our option, in whole but not in part, on each February 18, May 18, August 18
and November 18 on or after November 18, 2017, at a redemption price equal to 100% of the outstanding principal amount plus
accrued and unpaid interest to but excluding the redemption date. We will provide not less than five business days' prior notice in
the manner described under "Description of Debt Securities We May Offer -- Notices" in the attached prospectus. If the
redemption notice is given and funds deposited as required, then interest will cease to accrue on and after the redemption date on
the notes. If any redemption date is not a business day, we will pay the redemption price on the next business day without any
interest or other payment due to the delay.
What are the Tax Consequences of the Notes
You should carefully consider, among other things, the matters set forth under "United States Taxation" in the accompanying
prospectus supplement and the accompanying prospectus. The following discussion summarizes certain of the material U.S.
federal income tax consequences of the purchase, beneficial ownership, and disposition of each of the notes. This summary
supplements the section "United States Taxation" in the accompanying prospectus supplement and the accompanying prospectus
and is subject to the limitations and exceptions set forth therein.
As of the original issue date, the notes should not be treated as issued with "original issue discount" ("OID") despite the fact
that the interest rate on the notes is scheduled to step-up over the term of the notes because Treasury regulations generally deem
an issuer to exercise a call option in a manner that minimizes the yield on the debt instrument for purposes of determining whether
a debt instrument is issued with OID. The yield on the notes would be minimized if we call the notes immediately before the
increase in the interest rate on November 18, 2025 and therefore the notes should be treated as maturing on such date for OID
purposes. This assumption is made solely for purposes of determining whether the notes are issued with OID for U.S. federal
income tax purposes, and is not an indication of our intention to call or not to call the notes at any time. If we do not call the notes
prior to the increase in the interest rate then, solely for OID purposes, the notes will be deemed to be reissued at their adjusted
issue price on November 18, 2025. This deemed issuance should not give rise to taxable gain or loss to holders. The same
analysis would apply to the increase in the interest rate on November 18, 2029, November 18, 2032, November 18, 2033 and
November 18, 2034. If the notes are not called on the interest payment date occurring on November 18, 2034 then, because the
period between the interest payment date on November 18, 2034 and the stated maturity date of the notes is one year or less, the
notes, upon their deemed reissuance on November 18, 2034, could be treated as short-term debt securities for OID purposes (but
not for purposes of determining the holding period of your notes). For a discussion of the U.S. federal income tax consequences to
a U.S. holder of owning short-term debt securities, please review the section entitled "United States Taxation Taxation of Debt
Securities United States Holders Short-Term Debt Securities" in the accompanying prospectus.
Under this approach, and subject to the discussion above regarding short-term debt securities, interest on a note will be
taxable to a U.S. holder as ordinary interest income at the time it accrues or is received in accordance with the U.S. holder's
normal method of accounting for tax purposes (regardless of whether we call the notes).

PS-4
Table of Contents
Upon the disposition of a note by sale, exchange, redemption or retirement (i.e., if we exercise our right to call the notes or
otherwise) or other disposition, a U.S. holder will generally recognize capital gain or loss equal to the difference, if any, between
(i) the amount realized on the disposition (other than amounts attributable to accrued but unpaid interest, which would be treated
as such) and (ii) the U.S. holder's adjusted tax basis in the note. A U.S. holder's adjusted tax basis in a note generally will equal
the cost of the note (net of accrued interest) to the U.S. holder. The deductibility of capital losses is subject to significant limitations.
Foreign Account Tax Compliance Act (FATCA) Withholding. Pursuant to Treasury regulations, Foreign Account Tax
Compliance Act (FATCA) withholding (as described in "United States Taxation--Taxation of Debt Securities--Foreign Account Tax
http://www.sec.gov/Archives/edgar/data/886982/000119312515379632/d66218d424b2.htm[11/17/2015 3:12:22 PM]

Pricing Supplement No. 4221 dated November 13, 2015
Compliance Act (FATCA) Withholding" in the accompanying prospectus) will generally apply to obligations that are issued on or
after July 1, 2014; therefore, the notes will generally be subject to FATCA withholding. However, according to published guidance,
the withholding tax described above will not apply to payments of gross proceeds from the sale, exchange, redemption or other
disposition of the notes made before January 1, 2019.

PS-5
Table of Contents
SU PPLEM EN T AL PLAN OF DI ST RI BU T I ON
The Goldman Sachs Group, Inc. has agreed to sell to Goldman, Sachs & Co., and Goldman, Sachs & Co. has agreed to
purchase from The Goldman Sachs Group, Inc., the aggregate principal amount of the offered notes specified on the front cover of
this pricing supplement. Goldman, Sachs & Co. proposes initially to offer the notes to the public at the initial price to public set forth
on the cover page of this pricing supplement, and to certain securities dealers at such price less a concession not in excess
of 2.55% of the face amount. If all of the offered notes are not sold at the initial price to public, the underwriters and/or dealers may
change the offering price and the other selling terms. In addition to offers and sales at the initial price to public, the underwriters
may offer the notes from time to time for sale in one or more transactions at market prices prevailing at the time of sale, at prices
related to market prices or at negotiated prices.
In the future, Goldman, Sachs & Co. or other affiliates of The Goldman Sachs Group, Inc. may repurchase and resell the
offered notes in market-making transactions, with resales being made at prices related to prevailing market prices at the time of
resale or at negotiated prices. The Goldman Sachs Group, Inc. estimates that its share of the total offering expenses, excluding
underwriting discounts and commissions, will be approximately $15,000. For more information about the plan of distribution and
possible market-making activities, see "Plan of Distribution" in the accompanying prospectus.
We will deliver the notes against payment therefor in New York, New York on November 18, 2015, which is the third
scheduled business day following the date of this pricing supplement and of the pricing of the notes.
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a
"Relevant Member State") with effect from and including the date on which the Prospectus Directive is implemented in that
Relevant Member State (the "Relevant Implementation Date") an offer of the offered notes which are the subject of the offering
contemplated by this pricing supplement in relation thereto may not be made to the public in that Relevant Member State except
that, with effect from and including the Relevant Implementation Date, an offer of such offered notes may be made to the public in
that Relevant Member State:

a)
at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;

b)
at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus

Directive), subject to obtaining the prior consent of the relevant dealer or dealers nominated by the Issuer for any such
offer; or

c)
at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of offered notes shall require us or any dealer to publish a prospectus pursuant to Article 3 of the
Prospectus Directive.
For the purposes of this provision, the expression "an offer of notes to the public" in relation to any notes in any Relevant
Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the
notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the same may be varied in that
Member State by any measure implementing the Prospectus Directive in that Member State. The expression "Prospectus Directive"
means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) and includes any relevant implementing measure in
each Relevant Member State.
Goldman, Sachs & Co. has represented and agreed that:
(a) in relation to any notes that have a maturity of less than one year (i) it is a person whose ordinary activities involve it in
acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) it has not
offered or sold and will not offer or sell any notes other than to persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect
will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of
http://www.sec.gov/Archives/edgar/data/886982/000119312515379632/d66218d424b2.htm[11/17/2015 3:12:22 PM]

Pricing Supplement No. 4221 dated November 13, 2015
the offered notes would otherwise constitute a contravention of Section 19 of the Financial Services and Markets Act 2000 (the
"FSMA") by The Goldman Sachs Group, Inc.;

PS-6
Table of Contents
(b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an
invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in
connection with the issue or sale of the offered notes in circumstances in which Section 21(1) of the FSMA does not apply to The
Goldman Sachs Group, Inc.; and
(c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to
the notes in, from or otherwise involving the United Kingdom.
No advertisement, invitation or document relating to the notes may be issued or may be in the possession of any person for
the purpose of issue (in each case whether in Hong Kong or elsewhere), if such advertisement, invitation or document is directed
at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the
securities laws of Hong Kong) other than with respect to the offered notes which are or are intended to be disposed of only to
persons outside of Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571,
Laws of Hong Kong) and any rules made thereunder.
The offered notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act
No. 25 of 1948, as amended), or the FIEA. The offered notes may not be offered or sold, directly or indirectly, in Japan or to, or for
the benefit of, any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the
laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan,
except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant
laws, and regulations of Japan.
This pricing supplement, along with the accompanying prospectus supplement and prospectus have not been registered as a
prospectus with the Monetary Authority of Singapore. Accordingly, this pricing supplement, along with the accompanying prospectus
supplement and prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or
purchase, of the offered notes may not be circulated or distributed, nor may the offered notes be offered or sold, or be made the
subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an
institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA")) under
Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA,
or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA
or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case
subject to conditions set forth in the SFA.
Where the offered notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a
corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold
investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the
securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferred except: (1) to an institutional investor
under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises
from an offer in that corporation's securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given
for the transfer, (4) as specified in Section 276(7) of the SFA, or (5) as specified in Regulation 32 of the Securities and Futures
(Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore ("Regulation 32").
Where the offered notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust
(where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an
accredited investor, the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferable for six months
after that trust has acquired the offered notes under Section 275 of the SFA except: (1) to an institutional investor under Section
274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that
is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a
foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets),
(3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in
Section 276(7) of the SFA, or (6) as specified in Regulation 32.
Conflic t s of I nt e re st
http://www.sec.gov/Archives/edgar/data/886982/000119312515379632/d66218d424b2.htm[11/17/2015 3:12:22 PM]

Pricing Supplement No. 4221 dated November 13, 2015
GS&Co. is an affiliate of The Goldman Sachs Group, Inc. and, as such, will have a "conflict of interest" in this offering of notes
within the meaning of Financial Industry Regulatory Authority, Inc. (FINRA) Rule 5121. Consequently, this offering of notes will be
conducted in compliance with the provisions of FINRA Rule 5121. GS&Co. will not be permitted to sell notes in this offering to an
account over which it exercises discretionary authority without the prior specific written approval of the account holder.

PS-7
Table of Contents
V ALI DI T Y OF T H E N OT ES
In the opinion of Sidley Austin LLP, as counsel to The Goldman Sachs Group, Inc., when the notes offered by this pricing
supplement have been executed and issued by The Goldman Sachs Group, Inc. and authenticated by the trustee pursuant to the
indenture, and delivered against payment as contemplated herein, such notes will be valid and binding obligations of The Goldman
Sachs Group, Inc., enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally, concepts of reasonableness and equitable principles of general applicability (including, without
limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the
effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This
opinion is given as of the date hereof and is limited to the Federal laws of the United States, the laws of the State of New York
and the General Corporation Law of the State of Delaware as in effect on the date hereof. In addition, this opinion is subject to
customary assumptions about the trustee's authorization, execution and delivery of the indenture and the genuineness of signatures
and certain factual matters, all as stated in the letter of such counsel dated September 15, 2014, which has been filed as Exhibit
5.5 to The Goldman Sachs Group, Inc.'s registration statement on Form S-3 filed with the Securities and Exchange Commission on
September 15, 2014.

PS-8
Table of Contents

We have not authorized anyone to provide any information or to make any
representations other than those contained or incorporated by reference in this
pricing supplement, the accompanying prospectus supplement or the
accompanying prospectus. We take no responsibility for, and can provide no
assurance as to the reliability of, any other information that others may give you.
This pricing supplement, the accompanying prospectus supplement and the
accompanying prospectus is an offer to sell only the notes offered hereby, but
only under circumstances and in jurisdictions where it is lawful to do so. The
$11,000,000
information contained in this pricing supplement, the accompanying prospectus
supplement and the accompanying prospectus is current only as of the respective
dates of such documents.

T he Goldm a n Sa c hs Group, I nc .
TABLE OF CONTENTS
Pricing Supplement

Callable Step-Up Fixed Rate

Pa ge
Specific Terms of the Notes
PS-2
Notes due 2035
Additional Information About the Notes
PS-4
Supplemental Plan of Distribution
PS-6

Conflicts of Interest
PS-7
Validity of the Notes
PS-8
Prospectus Supplement dated September 15, 2014

Use of Proceeds
S-2
Description of Notes We May Offer
S-3

Considerations Relating to Indexed Notes
S-19
United States Taxation
S-22
Employee Retirement Income Security Act
S-23
Supplemental Plan of Distribution
S-24
Validity of the Notes
S-26

Prospectus dated September 15, 2014

http://www.sec.gov/Archives/edgar/data/886982/000119312515379632/d66218d424b2.htm[11/17/2015 3:12:22 PM]

Pricing Supplement No. 4221 dated November 13, 2015
Available Information

2
Prospectus Summary

4
Use of Proceeds

8
Description of Debt Securities We May Offer

9
Description of Warrants We May Offer

39
Description of Purchase Contracts We May Offer

56
Description of Units We May Offer

61
Description of Preferred Stock We May Offer

67
Description of Capital Stock of The Goldman Sachs Group, Inc.

75
Legal Ownership and Book-Entry Issuance

80

Considerations Relating to Floating Rate Debt Securities

85

Considerations Relating to Indexed Securities

87
Considerations Relating to Securities Denominated or Payable in or
Linked to a Non-U.S. Dollar Currency

88
United States Taxation

91
Plan of Distribution
114
Conflicts of Interest
117
Employee Retirement Income Security Act
118
Validity of the Securities
119
Experts
119
Review of Unaudited Condensed Consolidated Financial Statements
Goldm a n, Sa c hs & Co.
by Independent Registered Public Accounting Firm
120

Cautionary Statement Pursuant to the Private Securities Litigation
Reform Act of 1995
120

http://www.sec.gov/Archives/edgar/data/886982/000119312515379632/d66218d424b2.htm[11/17/2015 3:12:22 PM]

Document Outline

#1">
- #1">