Obligation Goldman Sachs 3% ( US38148TPK96 ) en USD

Goldman Sachs

100.066 % ⇌

Etas-Unis

US38148TPK96 ( en USD )

3% par an ( paiement semestriel )

30/12/2026

Prospectus brochure de l'obligation Goldman Sachs US38148TPK96 en USD 3%, échéance 30/12/2026

1 000 USD

38148TPK9

N/A

30/06/2025 ( Dans 127 jours )

Goldman Sachs est une banque d'investissement multinationale américaine offrant des services financiers tels que la banque d'investissement, la gestion d'actifs, la gestion de patrimoine et la vente et négociation de titres.

L'Obligation émise par Goldman Sachs ( Etas-Unis ) , en USD, avec le code ISIN US38148TPK96, paye un coupon de 3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/12/2026

Pricing Supplement No. 4485 dated December 22. 2016
Page 1 of 14
424B2 1 d282634d424b2.htm PRICING SUPPLEMENT NO. 4485 DATED DECEMBER 22. 2016
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-198735
$5,683,000
The Goldman Sachs Group, Inc.
Callable Step-Up Fixed Rate Notes due 2026
We will pay you interest semi-annually on your notes at a rate of 3.00% per annum from and including
December 30, 2016 to but excluding December 30, 2020. We will pay you interest semi-annually on your notes
at a rate of 3.75% per annum from and including December 30, 2020 to but excluding December 30, 2023. We
will pay you interest semi-annually on your notes at a rate of 4.25% per annum from and including December
30, 2023 to but excluding December 30, 2025. We will pay you interest semi-annually on your notes at a rate of
6.25% per annum from and including December 30, 2025 to but excluding the stated maturity date (December
30, 2026). Interest will be paid on each June 30 and December 30. The first such payment will be made on
June 30, 2017.
In addition, we may redeem the notes at our option, in whole but not in part, on each March 30,
June 30,
September 30 and December 30 on or after December 30, 2018, upon five business days' prior notice,
at a redemption price equal to 100% of the outstanding principal amount plus accrued and unpaid
interest to but excluding the redemption date. Although the interest rate will step up during the life of
your notes, you may not benefit from such increase in the interest rate if your notes are redeemed prior
to the stated maturity date.
Per Note
Total
Initial price to public
100.00%
$5,683,000
Underwriting discount
1.70%
$96,611
Proceeds, before expenses, to The Goldman Sachs Group, Inc.
98.30%
$5,586,389
The initial price to public set forth above does not include accrued interest, if any. Interest on the notes will
accrue from December 30, 2016 and must be paid by the purchaser if the notes are delivered after
December 30, 2016.
If interest rates increase, in most cases the market value of the notes will decrease and, if you sell the
notes prior to maturity, you will receive less than the principal amount of the notes.
The return (whether positive or negative) on your investment in notes will depend in part on the issue price
you pay for such notes.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or
disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
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.
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.
Goldman, Sachs & Co.
Pricing Supplement No. 4485 dated December 22, 2016.
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Pricing Supplement No. 4485 dated December 22. 2016
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About Your Prospectus
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 December 22, 2015
·
Prospectus dated December 22, 2015
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.
PS-2
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Pricing Supplement No. 4485 dated December 22. 2016
Page 3 of 14
SPECIFIC TERMS OF THE NOTES
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 pricing supplement no. 4485 dated December 22, 2016 (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 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 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.
Terms of the Callable Step-Up Fixed Rate Notes due 2026
Issuer: The Goldman Sachs Group, Inc.
gain or loss equal to the difference, if any, between
Principal amount: $5,683,000
(i) the amount realized on the disposition (other than
amounts attributable to accrued but unpaid interest,
Specified currency: U.S. dollars ($)
which would be treated as such) and (ii) the U.S.
Type of Notes: Fixed rate notes (notes)
holder's adjusted tax basis in the note.
Denominations: $1,000 and integral multiples of
Interest payment dates: June 30 and December 30
$1,000 in excess thereof
of each year, commencing on June 30, 2017 and
ending on the stated maturity date
Trade date: December 22, 2016
Regular record dates: for interest due on an interest
Original issue date: December 30, 2016
payment date, the day immediately prior to the day
Stated maturity date: December 30, 2026
on which payment is to be made (as such payment
Interest rate: 3.00% per annum from and including
day may be adjusted under the applicable business
December 30, 2016 to but excluding December 30,
day convention specified below)
2020; 3.75% per annum from and including
Day count convention: 30/360
December 30, 2020 to but excluding December 30,
Business day: New York
2023; 4.25% per annum from and including
December 30, 2023, to but excluding December 30,
Business day convention: following unadjusted
2025; 6.25% per annum from and including
Redemption at option of issuer before stated
December 30, 2025 to but excluding December 30,
maturity: We may redeem the notes at our option, in
2026.
whole but not in part, on each March 30, June 30,
Supplemental discussion of U.S. federal income
September 30 and December 30 on or after
tax consequences: Subject to the discussion set
December 30, 2018, upon five business days' prior
forth in the section referenced below regarding short-
notice, at a redemption price equal to 100% of the
term debt securities, it is the opinion of Sidley Austin
outstanding principal amount plus accrued and
LLP that interest on a note will be taxable to a U.S.
unpaid interest to but excluding the redemption date
holder as ordinary interest income at the time it
Listing: None
accrues or is received in accordance with the U.S.
holder's normal method of accounting for tax
ERISA: as described under "Employee Retirement
purposes (regardless of whether we call the notes).
Income Security Act" on page 122 of the
Upon the disposition of a note by sale, exchange,
accompanying prospectus
redemption or retirement (i.e., if we exercise our right
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Pricing Supplement No. 4485 dated December 22. 2016
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to call the notes or otherwise) or other disposition, a
U.S. holder will generally recognize capital
PS-3
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Pricing Supplement No. 4485 dated December 22. 2016
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CUSIP no.: 38148TPK9
FDIC: The notes are not bank deposits and are not
ISIN no.: US38148TPK96
insured by the Federal Deposit Insurance
Corporation or any other governmental agency, nor
Form of notes: Your notes will be issued in book-
are they obligations of, or guaranteed by, a bank
entry form and represented by a master global note.
You should read the section "Legal Ownership and
Calculation Agent: Goldman, Sachs & Co.
Book-Entry Issuance" in the accompanying
Foreign Account Tax Compliance Act (FATCA)
prospectus for more information about notes issued
Withholding May Apply to Payments on Your
in book-entry form
Notes, Including as a Result of the Failure of the
Defeasance applies as follows:
Bank or Broker Through Which You Hold the
Notes to Provide Information to Tax Authorities:
·
full defeasance -- i.e., our right to be relieved of
Please see the discussion under "United States
all our obligations on the note by placing funds
Taxation -- Taxation of Debt Securities -- Foreign
in trust for the holder: yes
Account Tax Compliance Act (FATCA) Withholding"
·
covenant defeasance -- i.e., our right to be
in the accompanying prospectus for a description of
relieved of specified provisions of the note by
the applicability of FATCA to payments made on your
placing funds in trust for the holder: yes
notes.
PS-4
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Pricing Supplement No. 4485 dated December 22. 2016
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ADDITIONAL INFORMATION ABOUT THE NOTES
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 30,
June 30, September 30 and December 30 on or after December 30, 2018, 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 December 30, 2020 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 December 30, 2020. 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 December 30, 2023 and December 30, 2025. If the notes are not called on the interest
payment date occurring on December 30, 2025 then, because the period between the interest payment date on
December 30, 2025 and the stated maturity date of the notes is one year or less, the notes, upon their deemed
reissuance on December 30, 2025, could be treated as short-term debt securities for OID purposes (but not for
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Pricing Supplement No. 4485 dated December 22. 2016
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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-5
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Pricing Supplement No. 4485 dated December 22. 2016
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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-6
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Pricing Supplement No. 4485 dated December 22. 2016
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SUPPLEMENTAL PLAN OF DISTRIBUTION
The Goldman Sachs Group, Inc. expects to agree to sell to Goldman, Sachs & Co., and Goldman, Sachs
& Co. expects to agree 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 1.25% 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 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 $10,000. 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 December 30, 2016, which is
the fifth scheduled business day following the date of this pricing supplement and of the pricing of the notes.
Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are
required to settle in three business days, unless the parties to any such trade expressly agree otherwise.
Accordingly, purchasers who wish to trade notes on any date prior to three business days before delivery will
be required, by virtue of the fact that the notes will settle in five business days (T + 5), to specify alternative
settlement arrangements to prevent a failed settlement.
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
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Pricing Supplement No. 4485 dated December 22. 2016
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of 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-7
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