Obbligazione Goldman & Sachs 3.125% ( US38148TNS41 ) in USD

Goldman & Sachs

100.484 USD ⇌

Stati Uniti

US38148TNS41 ( in USD )

3.125% per anno ( pagato 2 volte l'anno)

23/09/2036

Prospetto opuscolo dell'obbligazione Goldman Sachs US38148TNS41 en USD 3.125%, scadenza 23/09/2036

1 000 USD

5 000 000 USD

38148TNS4

N/A

A2 ( Upper medium grade - Investment-grade )

23/03/2026 ( In 146 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 US38148TNS41, pays a coupon of 3.125% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 23/09/2036

The Obbligazione issued by Goldman & Sachs ( United States ) , in USD, with the ISIN code US38148TNS41, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

Amendment No. 1 to Pricing Supplement No. 4459 dated September 30, 2016
424B2 1 d236375d424b2.htm AMENDMENT NO. 1 TO PRICING SUPPLEMENT NO. 4459 DATED SEPTEMBER
30, 2016
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-198735

$ 8 ,0 0 0 ,0 0 0 *

T he Goldm a n Sa c hs Group, I nc .
Callable Step-Up Fixed Rate Notes due 2036

*This pricing supplement amendment relates to $3,000,000 principal amount of notes, which we call the "reopened notes," which are being initially
offered on the date of this pricing supplement amendment. $5,000,000 principal amount of notes traded on September 21, 2016 as described in the
accompanying pricing supplement no. 4459 dated September 21, 2016. The original notes and the reopened notes have identical terms and conditions and
have the same CUSIP (38148TNS4) and ISIN (US38148TNS41) numbers. In this pricing supplement amendment, the term "notes" means, collectively, the
reopened notes and the original notes.

We will pay you interest semi-annually on your notes at a rate of 3.125% per annum from and including September 23, 2016 to but excluding
September 23, 2024. We will pay you interest semi-annually on your notes at a rate of 3.75% per annum from and including September 23, 2024 to but
excluding September 23, 2029. We will pay you interest semi-annually on your notes at a rate of 4.00% per annum from and including September 23, 2029
to but excluding September 23, 2033. We will pay you interest semi-annually on your notes at a rate of 5.00% per annum from and including September 23,
2033 to but excluding September 23, 2034. We will pay you interest semi-annually on your notes at a rate of 6.00% per annum from and including
September 23, 2034 to but excluding September 23, 2035. We will pay you interest semi-annually on your notes at a rate of 7.00% from and including
September 23, 2035 to but excluding the stated maturity date (September 23, 2036). Interest will be paid on each March 23 and September 23. The first
such payment will be made on March 23, 2017.
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 M a rc h 2 3 , J une 2 3 ,
Se pt e m be r 2 3 a nd De c e m be r 2 3 on or a ft e r Se pt e m be r 2 3 , 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%
$ 8,000,000
Underwriting discount
3.55% of the principal amount for the $5,000,000 principal amount of notes traded on September 21, $ 273,500
2016; and

3.20% of the principal amount for the $3,000,000 principal amount of notes traded on September 30,
2016

Proceeds, before
96.45% of the principal amount for the $5,000,000 principal amount of notes traded on September
$ 7,726,500
expenses, to The
21, 2016; and
Goldman Sachs Group,

Inc.
96.80% of the principal amount for the $3,000,000 principal amount of notes traded on September
30, 2016

The initial price to public set forth above does not include accrued interest. While the original issue date of the reopened notes is October 5, 2016,
interest on the reopened notes will accrue from September 23, 2016 or the most recent interest payment date on which interest is paid and such accrued
and unpaid interest must be paid by the purchaser of reopened notes to but excluding the original issue date of the reopened notes (October 5, 2016) or to
but excluding any later delivery date if the reopened notes are delivered after October 5, 2016.
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
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Amendment No. 1 to Pricing Supplement No. 4459 dated September 30, 2016
the confirmation of sale, this prospectus is being used in a market-making transaction.

Goldm a n, Sa c hs & Co.

I nc a pit a l LLC

Amendment No. 1 to Pricing Supplement No. 4459 dated September 30, 2016.
Table of Contents

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 amendment and the accompanying documents listed below. This pricing supplement amendment
constitutes a supplement to the documents listed below and should be read in conjunction with such documents:

· Pricing supplement No. 4459 dated September 21, 2016

· Prospectus supplement dated December 22, 2015

· Prospectus dated December 22, 2015
The information in this pricing supplement amendment 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 subsidiaries or
affiliates. 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 amendment no. 1 dated September 30, 2016 (pricing supplement amendment) to the pricing supplement no. 4459 dated
September 21, 2016 (accompanying pricing supplement) and the accompanying prospectus dated December 22, 2015
(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 amendment, the accompanying pricing supplement and the
accompanying prospectus should also be read with the accompanying prospectus supplement, dated December 22, 2015
(accompanying prospectus supplement). Terms used but not defined in this pricing supplement amendment have the meanings
given them in the accompanying pricing supplement, 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 amendment summarizes specific terms that will apply to your notes. The terms of the notes described here supplement
those described in the accompanying pricing supplement, the accompanying prospectus supplement and the 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 6

I ssue r: The Goldman Sachs Group, Inc.
received in accordance with the U.S. holder's normal method
Princ ipa l a m ount : $8,000,000
of accounting for tax purposes (regardless of whether we call
the notes). Upon the disposition of a note by sale, exchange,
Spe c ifie d c urre nc y: U.S. dollars ($)
redemption or retirement (i.e., if we exercise our right to call
T ype of N ot e s: Fixed rate notes (notes)
the notes or otherwise) or other disposition, a U.S. holder will
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Amendment No. 1 to Pricing Supplement No. 4459 dated September 30, 2016
generally recognize capital gain or loss equal to the difference,
De nom ina t ions: $1,000 and integral multiples of $1,000 in
if any, between (i) the amount realized on the disposition
excess thereof
(other than amounts attributable to accrued but unpaid interest,
T ra de da t e s: September 21, 2016 with respect to
which would be treated as such) and (ii) the U.S. holder's
$5,000,000 principal amount of notes and September 30, 2016
adjusted tax basis in the note.
with respect to $3,000,000 principal amount of notes; the notes
I nt e re st pa ym e nt da t e s: March 23 and September 23 of
that traded on September 21, 2016 have the same CUSIP and
each year, commencing on March 23, 2017 and ending on the
ISIN as the notes that traded on September 30, 2016
stated maturity date
Origina l issue da t e : October 5, 2016 (for the reopened
Re gula r re c ord da t e s: for interest due on an interest
notes) and September 23, 2016 (for the original notes)
payment date, the day immediately prior to the day on which
St a t e d m a t urit y da t e : September 23, 2036
payment is to be made (as such payment day may be adjusted
I nt e re st ra t e : 3.125% per annum from and including
under the applicable business day convention specified below)
September 23, 2016 to but excluding September 23, 2024;
Da y c ount c onve nt ion: 30/360
3.75% per annum from and including September 23, 2024 to
Busine ss da y: New York
but excluding September 23, 2029; 4.00% per annum from and
including September 23, 2029, to but excluding September 23,
Busine ss da y c onve nt ion: following unadjusted
2033; 5.00% per annum from and including September 23,
Re de m pt ion a t opt ion of issue r be fore st a t e d
2033 to but excluding September 23, 2034; 6.00% per annum
m a t urit y: We may redeem the notes at our option, in whole
from and including September 23, 2034 to but excluding
but not in part, on each March 23, June 23, September 23
September 23, 2035; 7.00% per annum from and including
and December 23 on or after September 23, 2017, upon five
September 23, 2035 to but excluding September 23, 2036
business days' prior notice, at a redemption price equal to
Supple m e nt a l disc ussion of U .S. fe de ra l inc om e t a x
100% of the outstanding principal amount plus accrued and
c onse que nc e s: Subject to the discussion set forth in the
unpaid interest to but excluding the redemption date
section referenced below regarding short-term debt securities,
List ing: None
it is the opinion of Sidley Austin LLP that interest on a note will
be taxable to a U.S. holder as ordinary interest income at the
ERI SA: as described under "Employee Retirement Income
time it accrues or is
Security Act" on page 122 of the accompanying prospectus

PS-2
Table of Contents
CU SI P no.: 38148TNS4
FDI C: The notes are not bank deposits and are not insured by
I SI N no.: US38148TNS41
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
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Amendment No. 1 to Pricing Supplement No. 4459 dated September 30, 2016
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
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 March 23, June 23, September 23
and December 23 on or after September 23, 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 September 23, 2024 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 September 23, 2024. 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 September 23, 2029, September 23, 2033, September 23, 2034 and
September 23, 2035. If the notes are not called on the interest payment date occurring on September 23, 2035 then, because the
period between the interest payment date on September 23, 2035 and the stated maturity date of the notes is one year or less, the
notes, upon their deemed reissuance on September 23, 2035, 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.

PS-4
Table of Contents
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
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Amendment No. 1 to Pricing Supplement No. 4459 dated September 30, 2016
normal method of accounting for tax purposes (regardless of whether we call the notes).
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
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. and the underwriters for this offering named below have entered into a distribution agreement
with respect to the notes. Subject to certain conditions, each underwriter named below has severally agreed to purchase the
principal amount of notes indicated in the following table.

Princ ipa l Am ount
U nde rw rit e rs

of N ot e s

Goldman, Sachs & Co.

$
4,000,000
Incapital LLC

4,000,000

Total

$
8,000,000

Notes sold by the underwriters to the public will initially be offered or were offered, as applicable, at the applicable initial price
to public set forth on the cover of this pricing supplement amendment. The underwriters intend to purchase or purchased, as
applicable, notes from The Goldman Sachs Group, Inc. at a purchase price equal to the initial price to public less a discount of
3.55% of the principal amount for the $5,000,000 principal amount of notes traded on September 21, 2016 and a discount of 3.20%
of the principal amount for the $3,000,000 principal amount of notes traded on September 30, 2016. Any notes sold by the
underwriters to securities dealers may be sold or were sold, as applicable, at a discount from the initial price to public of up to
2.95% of the principal amount for the $5,000,000 principal amount of notes traded on September 21, 2016 and a discount from the
initial price to the public of up to 2.65% of the principal amount for the $3,000,000 principal amount of notes traded on September
30, 2016. If all of the offered notes are not sold at the initial price to public, the underwriters 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.
Please note that the information about the initial price to public and net proceeds to The Goldman Sachs Group, Inc. on the
front cover page relates only to the initial sale of the notes. If you have purchased a note in a market-making transaction by
Goldman, Sachs & Co. or any other affiliate of The Goldman Sachs Group, Inc. after the initial sale, information about the price
and date of sale to you will be provided in a separate confirmation of sale.
Each underwriter has represented and agreed that it will not offer or sell the reopened notes in the United States or to United
States persons except if such offers or sales are made by or through FINRA member broker-dealers registered with the U.S.
Securities and Exchange Commission.
The Goldman Sachs Group, Inc. estimates that its share of the total offering expenses for the reopened notes, excluding
underwriting discounts and commissions, whether paid to Goldman, Sachs & Co. or any other underwriter, will be approximately
$15,000.
We will deliver the reopened notes against payment therefor in New York, New York on October 5, 2016, which is the third
scheduled business day following the date of this pricing supplement amendment and of the pricing of the reopened notes.
The notes are a new issue of securities with no established trading market. The Goldman Sachs Group, Inc. has been advised
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Amendment No. 1 to Pricing Supplement No. 4459 dated September 30, 2016
by Goldman, Sachs & Co. and Incapital LLC that they may make a market in the notes. Goldman, Sachs & Co. and Incapital LLC
are not obligated to do so and may discontinue market-making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the notes.
The Goldman Sachs Group, Inc. has agreed to indemnify the several underwriters against certain liabilities, including liabilities
under the Securities Act of 1933.
Certain of the underwriters and their affiliates have in the past provided, and may in the future from time to time provide,
investment banking and general financing and banking services to The Goldman Sachs Group, Inc. and its affiliates, for which they
have in the past received, and may in the future receive, customary fees. The Goldman Sachs Group, Inc. and its affiliates have in
the past provided, and may in the future from time to time provide, similar services to the underwriters and their affiliates on
customary terms and for customary fees. Goldman, Sachs & Co., one of the

PS-6
Table of Contents
underwriters, is an affiliate of The Goldman Sachs Group, Inc. Please see "Plan of Distribution--Conflicts of Interest" on page 121
of the accompanying prospectus.
Conflic t s of I nt e re st
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 REOPEN ED N OT ES
In the opinion of Sidley Austin LLP, as counsel to The Goldman Sachs Group, Inc., when the reopened notes offered by this
pricing supplement amendment 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 reopened 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 amendment, the accompanying pricing supplement no. 4459,
the accompanying prospectus supplement or the accompanying prospectus. We
take no responsibility for, and can provide no assurance as to the reliability of,
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Amendment No. 1 to Pricing Supplement No. 4459 dated September 30, 2016
any other information that others may give you. This pricing supplement
amendment, the accompanying pricing supplement no. 4459, 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 information contained in this pricing supplement
amendment, the accompanying pricing supplement no. 4459, the accompanying
prospectus supplement and the accompanying prospectus is current only as of
the respective dates of such documents.
$8,000,000

TABLE OF CONTENTS
Amendment No. 1 to Pricing Supplement

Pa ge
Specific Terms of the Notes
PS-2
T he Goldm a n Sa c hs Group, I nc .
Additional Information About the Notes
PS-4
Supplemental Plan of Distribution
PS-6
Validity of the Reopened Notes
PS-8
Pricing Supplement No. 4459 dated September 21, 2016

Callable Step-Up Fixed Rate
Specific Terms of the Notes
PS-2
Notes due 2036
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 December 22, 2015

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 December 22, 2015

Available Information

2
Prospectus Summary

4

Risks Relating to Regulatory Resolution Strategies and Long-Term
Debt Requirements

8

Use of Proceeds

11

Description of Debt Securities We May Offer

12
Description of Warrants We May Offer

42
Description of Purchase Contracts We May Offer

59
Description of Units We May Offer

64
Goldm a n, Sa c hs & Co.
Description of Preferred Stock We May Offer

70
Description of Capital Stock of The Goldman Sachs Group, Inc.

78
Legal Ownership and Book-Entry Issuance

83
I nc a pit a l LLC
Considerations Relating to Floating Rate Securities

88
Considerations Relating to Indexed Securities

90
Considerations Relating to Securities Denominated or Payable in or
Linked to a Non-U.S. Dollar Currency

91
United States Taxation

94
Plan of Distribution

118
Conflicts of Interest

121
Employee Retirement Income Security Act

122

Validity of the Securities

123
Experts

123
Review of Unaudited Condensed Consolidated Financial Statements
by Independent Registered Public Accounting Firm

124
Cautionary Statement Pursuant to the Private Securities Litigation
Reform Act of 1995

124

https://www.sec.gov/Archives/edgar/data/886982/000119312516730601/d236375d424b2.htm[10/5/2016 9:10:19 AM]

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