Obligation Goldman Sachs 1.75% ( US38150ADZ57 ) en USD

Goldman Sachs

100 % ▲

Etas-Unis

US38150ADZ57 ( en USD )

1.75% par an ( paiement semestriel )

25/09/2023 - Obligation échue

Prospectus brochure de l'obligation Goldman Sachs US38150ADZ57 en USD 1.75%, échue

1 000 USD

21 000 000 USD

38150ADZ5

N/A

A2 ( Qualité moyenne supérieure )

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 US38150ADZ57, paye un coupon de 1.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 25/09/2023

L'Obligation émise par Goldman Sachs ( Etas-Unis ) , en USD, avec le code ISIN US38150ADZ57, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

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424B2 1 gs-424b2.htm 424B2
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-219206

$21,000,000
The Goldman Sachs Group, Inc.
Callable Fixed Rate Notes due 2023

We wil pay you interest on your notes at a rate of 1.75% per annum from and including March 25, 2020 to but
excluding the stated maturity date (September 25, 2023). Interest wil be paid on each March 25 and September 25. The
first such payment wil be made on September 25, 2020.
In addition, we may redeem the notes at our option, in whole but not in part, on each March 25, June 25,
September 25 and December 25 on or after September 25, 2020, upon at least 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.

Per Note
Total
Initial price to public
100%
$21,000,000
Underwriting discount
0.31%
$65,100
Proceeds, before expenses, to The Goldman Sachs Group, Inc.
99.69%
$20,934,900

The initial price to public set forth above does not include accrued interest, if any. Interest on the notes wil accrue
from March 25, 2020 and must be paid by the purchaser if the notes are delivered after March 25, 2020. 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 wil 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. LLC 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. LLC
Incapital LLC

Pricing Supplement No. 264 dated March 23, 2020.

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About Your Prospectus
The notes are part of the Medium-Term Notes, Series N 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 July 10, 2017
·Prospectus dated July 10, 2017
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.

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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. 264 dated March 23, 2020 (pricing supplement) and the accompanying prospectus
dated July 10, 2017 (accompanying prospectus), relating to the notes, should be read together. Because the notes are
part of a series of our debt securities cal ed MediumTerm Notes, Series N, this pricing supplement and the accompanying
prospectus should also be read with the accompanying prospectus supplement, dated July 10, 2017 (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 N program
governed by our Senior Debt Indenture, dated as of July 16, 2008, as amended, between us and The Bank of New York
Mel on, as trustee. This pricing supplement summarizes specific terms that wil 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
control ing.
Terms of the Callable Fixed Rate Notes due 2023

Issuer: The Goldman Sachs Group, Inc.
Regular record dates: for interest due on an interest
payment date, the day immediately prior to the day on
Principal amount: $21,000,000
which payment is to be made (as such payment day may
Specified currency: U.S. dol ars ($)
be adjusted under the applicable business day convention
specified below)
Type of Notes: Fixed rate notes (notes)
Day count convention: 30/360 (ISDA), as further
Denominations: $1,000 and integral multiples of $1,000
discussed under "Additional Information About the Notes
in excess thereof
-- Day Count Convention" on page PS-5 of this pricing
Trade date: March 23, 2020
supplement
Original issue date: March 25, 2020
Business day: New York
Stated maturity date: September 25, 2023
Business day convention: fol owing unadjusted
Interest rate: 1.75% per annum
Redemption at option of issuer before stated
maturity: We may redeem the notes at our option, in
Supplemental discussion of U.S. federal income tax
whole but not in part, on each March 25, June 25,
consequences: It is the opinion of Sidley Austin that
September 25 and December 25 on or after September
interest on a note wil be taxable to a U.S. holder as
25, 2020, upon at least five business days' prior notice, at
ordinary interest income at the time it accrues or is
a redemption price equal to 100% of the outstanding
received in accordance with the U.S. holder's normal
principal amount plus accrued and unpaid interest to but
method of accounting for tax purposes (regardless of
excluding the redemption date
whether we cal the notes). Upon the disposition of a note
by sale, exchange, redemption or retirement (i.e., if we
Limited events of default: The only events of default for
exercise our right to cal the notes or otherwise) or other
the notes are (i) interest or principal payment defaults that
disposition, a U.S. holder wil general y recognize capital
continue for 30 days and (i ) certain insolvency events. No
gain or loss equal to the difference, if any, between (i) the
other breach or default under our senior debt indenture or
amount realized on the disposition (other than amounts
the notes wil result in an event of default for the notes or
attributable to accrued but unpaid interest, which would be
permit the trustee or holders to accelerate the maturity of
treated as such) and (i ) the U.S. holder's adjusted tax
any debt securities that is, they wil not be entitled to
basis in the note.
declare the principal
Interest payment dates: March 25 and September 25 of
each year, commencing on September 25, 2020 and
ending on the stated maturity date
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amount of any notes to be immediately due and payable.
See "Risks Relating to Regulatory Resolution Strategies
FDIC: The notes are not bank deposits and are not
and Long-Term Debt Requirements" and "Description of
insured by the Federal Deposit Insurance Corporation or
Debt Securities We May Offer -- Default, Remedies and
any other governmental agency, nor are they obligations
Waiver of Default -- Securities Issued on or After
of, or guaranteed by, a bank
January 1, 2017 under the 2008 Indenture" in the
accompanying prospectus for further details.
Calculation Agent: Goldman Sachs & Co. LLC
Listing: None
Foreign Account Tax Compliance Act (FATCA)
Withholding May Apply to Payments on Your Notes,
ERISA: as described under "Employee Retirement
Including as a Result of the Failure of the Bank or
Income Security Act" on page 119 of the accompanying
Broker Through Which You Hold the Notes to Provide
prospectus
Information to Tax Authorities:
CUSIP no.: 38150ADZ5
Please see the discussion under "United States Taxation
-- Taxation of Debt Securities -- Foreign Account Tax
ISIN no.: US38150ADZ57
Compliance Act (FATCA) Withholding" in the
accompanying prospectus for a description of the
Form of notes: Your notes wil be issued in book-entry
applicability of FATCA to payments made on your notes.
form and represented by a master global note. You
The discussion in that section is hereby modified to
should read the section "Legal Ownership and Book-
reflect regulations proposed by the Treasury Department
Entry Issuance" in the accompanying prospectus for
indicating its intent to eliminate the requirements under
more information about notes issued in book-entry form
FATCA of withholding on gross proceeds from the sale,
exchange, maturity or other disposition of relevant
Defeasance applies as follows:
financial instruments. The Treasury Department has
indicated that taxpayers may rely on these proposed
· ful defeasance -- i.e., our right to be relieved of al
regulations pending their finalization.
our obligations on the note by placing funds in trust for
the holder: yes

· covenant defeasance -- i.e., our right to be relieved of
specified provisions of the note by placing funds in
trust for the holder: yes

PS-4

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ADDITIONAL INFORMATION ABOUT THE NOTES
Book-Entry System
We wil issue the notes as a master global note registered in the name of DTC, or its nominee. The sale of the
notes wil settle in immediately available funds through DTC. You wil 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 Wil 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 fol owing provisions are hereby incorporated into the global master
note: 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
fol owing 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.
Day Count Convention
As further described under "Description of Debt Securities We May Offer Calculations of Interest on Debt
Securities Interest Rates and Interest" in the accompanying prospectus, for each interest period the amount of accrued
interest wil be calculated by multiplying the principal amount of the note by an accrued interest factor for the interest
period. The accrued interest factor wil be determined by multiplying the per annum interest rate by a factor resulting from
the 30/360 (ISDA) day count convention. The factor is the number of days in the interest period in respect of which
payment is being made divided by 360, calculated on a formula basis as fol ows:
[360 × (Y2 Y1)] + [30 × (M2 M1)] + (D2 D1)

360
where:
"Y1" is the year, expressed as a number, in which the first day of the interest period fal s;
"Y2" is the year, expressed as a number, in which the day immediately fol owing the last day included in the
interest period fal s;
"M1" is the calendar month, expressed as a number, in which the first day of the interest period
fal s;
"M2" is the calendar month, expressed as a number, in which the day immediately fol owing the last day included
in the interest period fal s;
"D1" is the first calendar day, expressed as a number, of the interest period, unless such number would be 31, in
which case D1 wil be 30; and
"D2" is the calendar day, expressed as a number, immediately fol owing the last day included in the interest period,
unless such number would be 31 and D1 is greater than 29, in which case D2 wil be 30.
When We Can Redeem the Notes
We wil be permitted to redeem the notes at our option before their stated maturity, as described below. The
notes wil not be entitled to the benefit of any sinking fund that is, we wil not deposit money on a regular basis into any
separate custodial account to repay your note. In addition, you wil not be entitled to require us to buy your note from you
before its stated maturity.
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We wil have the right to redeem the notes at our option, in whole but not in part, on each March 25, June 25,
September 25 and December 25 on or after September 25, 2020, at a redemption price equal to 100% of the outstanding
principal amount plus accrued and unpaid interest to but excluding the redemption date. We wil 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 wil cease to accrue
on and after the redemption date on the notes. If any redemption date is not a business day, we wil 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 careful y consider, among other things, the matters set forth under "United States Taxation" in the
accompanying prospectus supplement and the accompanying prospectus. The fol owing 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.
Interest on a note wil 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. Upon the disposition of a note by
sale, exchange, redemption or retirement (i.e., if we exercise our right to cal the notes or otherwise) or other
disposition, a U.S. holder wil general y 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 (i ) the U.S. holder's adjusted tax basis in the note. A U.S. holder's adjusted tax basis in a note
general y wil equal the cost of the note 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) wil general y apply to obligations
that are issued on or after July 1, 2014; therefore, the notes wil general y be subject to the FATCA withholding rules.
Pursuant to recently proposed regulations, the Treasury Department has indicated its intent to eliminate the
requirements under FATCA of withholding on gross proceeds from the sale, exchange, maturity or other disposition of
relevant financial instruments. The Treasury Department has indicated that taxpayers may rely on these proposed
regulations pending their finalization.
PS-6

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SUPPLEMENTAL PLAN OF DISTRIBUTION
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
several y agreed to purchase the principal amount of notes indicated in the fol owing table.
Principal Amount of
Underwriters
Notes
Goldman Sachs & Co. LLC
$10,500,000
Incapital LLC
$10,500,000
Total
$21,000,000

Notes sold by the underwriters to the public wil initial y be offered at the initial price to public set forth on the cover
of this pricing supplement. The underwriters intend to purchase the notes from The Goldman Sachs Group, Inc. at a
purchase price equal to the initial price to public less a discount of 0.31% of the principal amount of the notes. Any notes
sold by the underwriters to securities dealers may be sold at a discount from the initial price to public of up to 0.06% of the
principal amount of the notes. If al of the offered notes are not sold at the initial price to public, the underwriters may
change the offering price and the other sel ing 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. LLC or any other affiliate of The Goldman Sachs Group, Inc. after the initial sale,
information about the price and date of sale to you wil be provided in a separate confirmation of sale.
Each underwriter has represented and agreed that it wil not offer or sel the 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, excluding underwriting
discounts and commissions, whether paid to Goldman Sachs & Co. LLC or any other underwriter, wil be approximately
$15,000.
We wil deliver the notes against payment therefor in New York, New York on March 25, 2020.
The notes are a new issue of securities with no established trading market. The Goldman Sachs Group, Inc. has
been advised by Goldman Sachs & Co. LLC and Incapital LLC that they intend to make a market in the notes. Goldman
Sachs & Co. LLC 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. LLC, one of the
underwriters, is an affiliate of The Goldman Sachs Group, Inc. Please see "Plan of Distribution--Conflicts of Interest" on
page 118 of the accompanying prospectus.
Any notes which are the subject of the offering contemplated by this pricing supplement, the accompanying
prospectus and the accompanying prospectus supplement may not be offered, sold or
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otherwise made available to any retail investor in the European Economic Area. Consequently no key information
document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or sel ing the notes or
otherwise making them available to retail investors in the EEA has been prepared and therefore offering or sel ing the
notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation. For the purposes of this provision:

(a)
the expression "retail investor" means a person who is one (or more) of the fol owing:

(i)
a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID
II"); or

(i )
a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation
Directive"), where that customer would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II; or

(i i)
not a qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus
Directive"); and

(b)
the expression an "offer" includes 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 for the notes.
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive
(each, a "Relevant Member State"), the underwriters represent and agree that with effect from and including the date on
which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it
has not made and wil not make an offer of notes which are the subject of the offering contemplated by this pricing
supplement, the accompanying prospectus and the accompanying prospectus supplement to the public in that Relevant
Member State except that, with effect from and including the Relevant Implementation Date, an offer of such 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 fal ing within Article 3(2) of the Prospectus Directive,
provided that no such offer of notes referred to above shal 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 for the notes, as the
same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State
and the expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive
2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.
Any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in
connection with the issue or sale of the notes may only be communicated or caused to be communicated in
circumstances in which Section 21(1) of the FSMA does not apply to The Goldman Sachs Group, Inc.
Al applicable provisions of the FSMA must be complied with in respect to anything done by any person in relation to
the notes in, from or otherwise involving the United Kingdom.
The notes may not be offered or sold in Hong Kong by means of any document other than (i) to "professional
investors" as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and any rules made
thereunder, or (i ) in other circumstances which do not result in the document being a "prospectus" as defined in the
Companies (Winding Up and Miscel aneous Provisions) Ordinance (Cap. 32 of
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the Laws of Hong Kong) or which do not constitute an offer to the public within the meaning of that Ordinance; and 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) which 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 notes which are or are intended to be disposed of only to persons outside Hong
Kong or only to "professional investors" as defined in the Securities and Futures Ordinance and any rules made
thereunder.
This pricing supplement, along with the accompanying prospectus supplement and the accompanying 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 the accompanying prospectus and any other document or
material in connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated
or distributed, nor may the 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, (i ) 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 (i i) 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 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 shal not be transferable
for six months after that corporation has acquired the 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 in that corporation's securities pursuant to Section 275(1A) of the SFA, (3) where no
consideration is or wil 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 of the Securities and Futures (Offers of Investments) (Shares and
Debentures) Regulations 2005 of Singapore ("Regulation 32").
Where the 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 (as defined in Section 4A of the SFA)) 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 shal not be transferable for six months after that trust has acquired the 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 wil 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.
The notes have not been and wil not be registered under the Financial Instruments and Exchange Act of Japan
(Act No. 25 of 1948, as amended), or the FIEA. The 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.
The notes are not offered, sold or advertised, directly or indirectly, in, into or from Switzerland on the basis of a
public offering and wil not be listed on the SIX Swiss Exchange or any other offering or regulated trading facility in
Switzerland. Accordingly, neither this pricing supplement nor any accompanying prospectus supplement, prospectus or
other marketing material constitute a prospectus as defined in article 652a or article 1156 of the Swiss Code of Obligations
or a listing prospectus as defined in article 32 of the Listing Rules of the
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SIX Swiss Exchange or any other regulated trading facility in Switzerland. Any resales of the notes by the underwriters
thereof may only be undertaken on a private basis to selected individual investors in compliance with Swiss law. This
pricing supplement and accompanying prospectus and prospectus supplement may not be copied, reproduced, distributed
or passed on to others or otherwise made available in Switzerland without our prior written consent. By accepting this
pricing supplement and accompanying prospectus and prospectus supplement or by subscribing to the notes, investors
are deemed to have acknowledged and agreed to abide by these restrictions. Investors are advised to consult with their
financial, legal or tax advisers before investing in the notes.
CONFLICTS OF INTEREST
Goldman Sachs & Co. LLC is an affiliate of The Goldman Sachs Group, Inc. and, as such, wil 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 wil be conducted in compliance with the provisions of FINRA
Rule 5121. Goldman Sachs & Co. LLC wil not be permitted to sel notes in this offering to an account over which it
exercises discretionary authority without the prior specific written approval of the account holder.
PS-10

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