Obligation Goldman Sachs 0% ( US38148T7C78 ) en USD

Goldman Sachs

100 % ▼

Etas-Unis

US38148T7C78 ( en USD )

02/02/2023 - Obligation échue

Prospectus brochure de l'obligation Goldman Sachs US38148T7C78 en USD 0%, échue

1 000 USD

1 182 000 USD

38148T7C7

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 US38148T7C78, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 02/02/2023

L'Obligation émise par Goldman Sachs ( Etas-Unis ) , en USD, avec le code ISIN US38148T7C78, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

424B2 1 a15-15042_6424b2.htm PRICING SUPPLEMENT NO. 3911 DATED JULY 29, 2015
Table of Contents

File d pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -1 9 8 7 3 5

T he Goldm a n Sa c hs Group, I nc .
$1,182,000
Leveraged EURO STOXX 50® Index-Linked Notes due 2023

T he not e s do not be a r int e re st . The amount that you will be paid on your notes on the stated maturity date (February 2,
2023) is based on the performance of the EURO STOXX 50® Index as measured from the trade date (July 29, 2015) to and
including the determination date (January 30, 2023). If the final index level on the determination date is greater than the initial
index level of 3,575.53, the return on your notes will be positive, subject to the maximum settlement amount (of $1,852.00 for each
$1,000 face amount of your notes). I f t he fina l inde x le ve l is e qua l t o or le ss t ha n t he init ia l inde x le ve l, you w ill
re c e ive t he fa c e a m ount of your not e s.

To determine your payment at maturity, we will calculate the index return, which is the percentage increase or decrease in the final
index level from the initial index level. On the stated maturity date, for each $1,000 face amount of your notes you will receive an
amount in cash equal to:

·
if the index return is positive (the final index level is greater than the initial index level), the sum of (i) $1,000 plus (ii) the

product of (a) $1,000 times (b) 1.20 times (c) the index return, subject to the maximum settlement amount; or

·
if the index return is zero or negative (the final index level is equal to or less than the initial index level), $1,000.

Y ou should re a d t he a ddit iona l disc losure he re in so t ha t you m a y be t t e r unde rst a nd t he t e rm s a nd risk s of
your inve st m e nt , inc luding, a m ong ot he r t hings, our c re dit risk . Se e pa ge PS-1 1 . The estimated value of your
notes at the time the terms of your notes are set on the trade date is equal to approximately $915 per $1,000 face amount.
For a discussion of the estimated value and the price at which Goldman, Sachs & Co. would initially buy or sell your
notes, if it makes a market in the notes, see the following page.

Origina l issue da t e :
July 31, 2015
Origina l issue pric e :
100.00% of the face amount
U nde rw rit ing disc ount :
4.40% of the face amount
N e t proc e e ds t o t he
95.60% of the face amount
issue r:

N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny ot he r re gula t ory body ha s a pprove d or
disa pprove d of t he se se c urit ie s or pa sse d upon t he a c c ura c y or a de qua c y of t his prospe c t us. Any
re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse . T he not e s a re not ba nk de posit s a nd a re not insure d by
t he Fe de ra l De posit I nsura nc e Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of,
or gua ra nt e e d by, a ba nk .

Goldm a n, Sa c hs & Co.

Pricing Supplement No. 3911 dated July 29, 2015.

Table of Contents

The issue price, underwriting discount and net proceeds listed above relate to the notes we sell initially. We may decide to sell
additional notes after the date of this pricing supplement, at issue prices and with underwriting discounts and net proceeds that
differ from the amounts set forth above. The return (whether positive or negative) on your investment in notes will depend in part
on the issue price you pay for such notes.

Goldman Sachs may use this prospectus in the initial sale of the notes. In addition, Goldman, Sachs & Co. or any other affiliate of
Goldman Sachs may use this prospectus in a market-making transaction in a note after its initial sale. Unless Goldman Sachs or
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its agent informs the purchaser otherwise in the confirmation of sale, this prospectus is being used in a market-making
transaction.

Est im a t e d V a lue of Y our N ot e s

The estimated value of your notes at the time the terms of your notes are set on the trade date (as determined by
reference to pricing models used by Goldman, Sachs & Co. (GS&Co.) and taking into account our credit spreads) is
equal to approximately $915 per $1,000 face amount, which is less than the original issue price. The value of your
notes at any time will reflect many factors and cannot be predicted; however, the price (not including GS&Co.'s
customary bid and ask spreads) at which GS&Co. would initially buy or sell notes (if it makes a market, which it is not
obligated to do) and the value that GS&Co. will initially use for account statements and otherwise is equal to
approximately $960 per $1,000 face amount, which exceeds the estimated value of your notes as determined by
reference to these models. The amount of the excess will decline on a straight line basis over the period from the trade
date through July 29, 2016.

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:

·
Product supplement no. 3141 dated September 15, 2014

·
General terms supplement dated September 26, 2014

·
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

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PS-3
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SU M M ARY I N FORM AT I ON
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We refer to the notes we are offering by this pricing supplement as the "offered notes" or the "notes". Each of the offered
notes, including your notes, has the terms described below. Please note that in this pricing supplement, references to "The
Goldman Sachs Group, Inc.", "we", "our" and "us" mean only The Goldman Sachs Group, Inc. and do not include its consolidated
subsidiaries. Also, references to the "accompanying prospectus" mean the accompanying prospectus, dated September 15,
2014, as supplemented by the accompanying prospectus supplement, dated September 15, 2014, of The Goldman Sachs
Group, Inc. relating to the Medium-Term Notes, Series D program of The Goldman Sachs Group, Inc., references to the
"accompanying general terms supplement" mean the accompanying general terms supplement, dated September 26, 2014, of
The Goldman Sachs Group, Inc. and references to the "accompanying product supplement no. 3141" mean the accompanying
product supplement no. 3141, dated September 15, 2014, of The Goldman Sachs Group, Inc.

This section is meant as a summary and should be read in conjunction with the section entitled "General Terms of the
Underlier-Linked Notes" on page S-27 of the accompanying product supplement no. 3141 and "Supplemental Terms of the
Notes" on page S-13 of the accompanying general terms supplement. Please note that certain features, as noted below,
described in the accompanying product supplement no. 3141 and general terms supplement are not applicable to the notes.
This pricing supplement supersedes any conflicting provisions of the accompanying product supplement no. 3141 or the
accompanying general terms supplement.

K e y T e rm s

I ssue r: The Goldman Sachs Group, Inc.

U nde rlie r: the EURO STOXX 50® Index (Bloomberg symbol, "SX5E Index")

Spe c ifie d c urre nc y: U.S. dollars ("$")

T e rm s t o be spe c ifie d in a c c orda nc e w it h t he a c c om pa nying produc t supple m e nt no. 3 1 4 1 :

·
type of notes: notes linked to a single underlier

·
exchange rates: not applicable

·
averaging dates: not applicable

·
redemption right or price dependent redemption right: not applicable

·
cap level: yes, as described below

·
downside participation percentage: not applicable

·
interest: not applicable

Fa c e a m ount : each note will have a face amount of $1,000; $1,182,000 in the aggregate for all the offered notes; the aggregate
face amount of the offered notes may be increased if the issuer, at its sole option, decides to sell an additional amount of the
offered notes on a date subsequent to the date of this pricing supplement

Purc ha se a t a m ount ot he r t ha n fa c e a m ount : the amount we will pay you at the stated maturity date for your notes will
not be adjusted based on the issue price you pay for your notes, so if you acquire notes at a premium (or discount) to face amount
and hold them to the stated maturity date, it could affect your investment in a number of ways. The return on your investment in
such notes will be lower (or higher) than it would have been had you purchased the notes at face amount. Also, the cap level would
be triggered at a lower (or higher) percentage return than indicated below, relative to your initial investment. See "Additional Risk
Factors Specific to Your Notes -- If You Purchase Your Notes at a Premium to Face Amount, the Return on Your Investment Will
Be Lower Than the Return on Notes Purchased at Face Amount and the Impact of Certain Key Terms of the Notes Will be
Negatively Affected" on page PS-13 of this pricing supplement.

Supple m e nt a l disc ussion of U .S. fe de ra l inc om e t a x c onse que nc e s: The notes will be treated as debt instruments
subject to the special rules governing contingent payment debt instruments for U.S. federal income tax purposes. Under this
treatment, it is the opinion of Sidley Austin LLP that if you are a U.S. individual or taxable entity, you generally should be required
to pay taxes on ordinary income from

PS-4
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Table of Contents

the notes over their term based on the comparable yield for the notes. In addition, any gain you may recognize on the sale,
exchange or maturity of the notes will be taxed as ordinary interest income.

Ca sh se t t le m e nt a m ount (on t he st a t e d m a t urit y da t e ): for each $1,000 face amount of your notes, we will pay you on
the stated maturity date an amount in cash equal to:

· if the final underlier level is greater than or equal to the cap level, the maximum settlement amount;

· if the final underlier level is greater than the initial underlier level but less than the cap level, the sum of (1) $1,000 plus (2)

the product of (i) $1,000 times (ii) the upside participation rate times (iii) the underlier return; or
· if the final underlier level is equal to or less than the initial underlier level, $1,000.

I nit ia l unde rlie r le ve l: 3,575.53

Fina l unde rlie r le ve l: the closing level of the underlier on the determination date, except in the limited circumstances described
under "Supplemental Terms of the Notes -- Consequences of a Market Disruption Event or a Non-Trading Day" on page S-19 of
the accompanying general terms supplement and subject to adjustment as provided under "Supplemental Terms of the Notes --
Discontinuance or Modification of an Underlier" on page S-23 of the accompanying general terms supplement

U nde rlie r re t urn: the quotient of (1) the final underlier level minus the initial underlier level divided by (2) the initial underlier
level, expressed as a percentage

U pside pa rt ic ipa t ion ra t e : 120.00%

Ca p le ve l: 171.00% of the initial underlier level

M a x im um se t t le m e nt a m ount : $1,852.00

T ra de da t e : July 29, 2015

Origina l issue da t e (se t t le m e nt da t e ): July 31, 2015

De t e rm ina t ion da t e : January 30, 2023, subject to adjustment as described under "Supplemental Terms of the Notes --
Determination Date" on page S-14 of the accompanying general terms supplement

St a t e d m a t urit y da t e : February 2, 2023, subject to adjustment as described under "Supplemental Terms of the Notes --
Stated Maturity Date" on page S-13 of the accompanying general terms supplement

N o int e re st : the offered notes do not bear interest

N o list ing: the offered notes will not be listed on any securities exchange or interdealer quotation system

N o re de m pt ion: the offered notes will not be subject to redemption right or price dependent redemption right

Closing le ve l: as described under "Supplemental Terms of the Notes -- Special Calculation Provisions -- Closing Level" on
page S-27 of the accompanying general terms supplement

Busine ss da y: as described under "Supplemental Terms of the Notes -- Special Calculation Provisions -- Business Day" on
page S-27 of the accompanying general terms supplement

T ra ding da y: as described under "Supplemental Terms of the Notes -- Special Calculation Provisions -- Trading Day" on
page S-27 of the accompanying general terms supplement

U se of proc e e ds a nd he dging: as described under "Use of Proceeds" and "Hedging" on page S-31 of the accompanying
product supplement no. 3141

ERI SA: as described under "Employee Retirement Income Security Act" on page S-43 of the accompanying product supplement
no. 3141
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Supple m e nt a l pla n of dist ribut ion: as described under "Supplemental Plan of Distribution" on page S-44 of the
accompanying product supplement no. 3141; The Goldman Sachs Group, Inc. estimates that its share of the total offering
expenses, excluding underwriting discounts and commissions, will be approximately $10,000.

The Goldman Sachs Group, Inc. has agreed to sell to Goldman, Sachs & Co. ("GS&Co."), and GS&Co. has agreed to purchase
from The Goldman Sachs Group, Inc., the aggregate face amount of the offered

PS-5
Table of Contents

notes specified on the front cover of this pricing supplement. GS&Co. proposes initially to offer the notes to the public at the
original issue prices set forth on the cover page of this pricing supplement, and to certain securities dealers at such prices less a
concession not in excess of 4.00% of the face amount.

We will deliver the notes against payment therefor in New York, New York on July 31, 2015, which is the second scheduled
business day following the date of this pricing supplement and of the pricing of the notes.

We have been advised by GS&Co. that it intends to make a market in the notes. However, neither GS&Co. nor any of our other
affiliates that makes a market is obligated to do so and any of them may stop doing so at any time without notice. No assurance
can be given as to the liquidity or trading market for the notes.

Ca lc ula t ion a ge nt : GS&Co.

CU SI P no.: 38148T7C7

I SI N no.: US38148T7C78

FDI C: the notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other
governmental agency, nor are they obligations of, or guaranteed by, a bank

PS-6
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H Y POT H ET I CAL EX AM PLES

The following table and chart are provided for purposes of illustration only. They should not be taken as an indication or prediction
of future investment results and are intended merely to illustrate the impact that the various hypothetical underlier levels on the
determination date could have on the cash settlement amount at maturity assuming all other variables remain constant.

The examples below are based on a range of final underlier levels that are entirely hypothetical; no one can predict what the
underlier level will be on any day throughout the life of your notes, and no one can predict what the final underlier level will be on
the determination date. The underlier has been highly volatile in the past -- meaning that the underlier level has changed
considerably in relatively short periods -- and its performance cannot be predicted for any future period.

The information in the following examples reflects hypothetical rates of return on the offered notes assuming that they are
purchased on the original issue date at the face amount and held to the stated maturity date. If you sell your notes in a secondary
market prior to the stated maturity date, your return will depend upon the market value of your notes at the time of sale, which may
be affected by a number of factors that are not reflected in the table below such as interest rates, the volatility of the underlier and
our creditworthiness. In addition, the estimated value of your notes at the time the terms of your notes are set on the trade date
(as determined by reference to pricing models used by GS&Co.) is less than the original issue price of your notes. For more
information on the estimated value of your notes, see "Additional Risk Factors Specific to Your Notes -- The Estimated Value of
Your Notes At the Time the Terms of Your Notes Are Set On the Trade Date (as Determined By Reference to Pricing Models Used
By GS&Co.) Is Less Than the Original Issue Price Of Your Notes" on page PS-11 of this pricing supplement. The information in
the table also reflects the key terms and assumptions in the box below.

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K e y T e rm s a nd Assum pt ions
Face amount
$1,000
Upside participation rate
120.00%
Cap level
171.00% of the initial underlier level
Maximum settlement amount
$1,852.00
Neither a market disruption event nor a non-trading day occurs on the originally scheduled determination
date

No change in or affecting any of the underlier stocks or the method by which the underlier sponsor
calculates the underlier

Notes purchased on original issue date at the face amount and held to the stated maturity date

For these reasons, the actual performance of the underlier over the life of your notes, as well as the amount payable at maturity
may bear little relation to the hypothetical examples shown below or to the historical underlier levels shown elsewhere in this
pricing supplement. For information about the historical levels of the underlier during recent periods, see "The Underlier --
Historical Closing Levels of the Underlier" below. Before investing in the offered notes, you should consult publicly available
information to determine the levels of the underlier between the date of this pricing supplement and the date of your purchase of
the offered notes.

Also, the hypothetical examples shown below do not take into account the effects of applicable taxes. Because of the U.S. tax
treatment applicable to your notes, tax liabilities could affect the after-tax rate of return on your notes to a comparatively greater
extent than the after-tax return on the underlier stocks.

The levels in the left column of the table below represent hypothetical final underlier levels and are expressed as percentages of
the initial underlier level. The amounts in the right column represent the hypothetical cash settlement amounts, based on the
corresponding hypothetical final underlier level (expressed as a percentage of the initial underlier level), and are expressed as
percentages of the face

PS-7
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amount of a note (rounded to the nearest one-thousandth of a percent). Thus, a hypothetical cash settlement amount of 100.000%
means that the value of the cash payment that we would deliver for each $1,000 of the outstanding face amount of the offered
notes on the stated maturity date would equal 100.000% of the face amount of a note, based on the corresponding hypothetical
final underlier level (expressed as a percentage of the initial underlier level) and the assumptions noted above.

H ypot he t ic a l Fina l U nde rlie r Le ve l
H ypot he t ic a l Ca sh Se t t le m e nt Am ount
(a s Pe rc e nt a ge of I nit ia l U nde rlie r Le ve l)
(a s Pe rc e nt a ge of Fa c e Am ount )
200.000%
185.200%
190.000%
185.200%
1 7 1 .0 0 0 %
1 8 5 .2 0 0 %
150.000%
160.000%
140.000%
148.000%
130.000%
136.000%
120.000%
124.000%
110.000%
112.000%
1 0 0 .0 0 0 %
1 0 0 .0 0 0 %
75.000%
100.000%
50.000%
100.000%
25.000%
100.000%
0 .0 0 0 %
1 0 0 .0 0 0 %

If, for example, the final underlier level were determined to be 25.000% of the initial underlier level, the cash settlement amount that
we would deliver on your notes at maturity would be 100.000% of the face amount of your notes, as shown in the table above. As
a result, if you purchased your notes on the original issue date at the face amount and held them to the stated maturity date, you
would receive no return on your investment. In addition, if the final underlier level were determined to be 200.000% of the initial
underlier level, the cash settlement amount that we would deliver on your notes at maturity would be capped at the maximum
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settlement amount (expressed as a percentage of the face amount), or 185.200% of each $1,000 face amount of your notes, as
shown in the table above. As a result, if you held your notes to the stated maturity date, you would not benefit from any increase
in the final underlier level over 171.000% of the initial underlier level.

The following chart also shows a graphical illustration of the hypothetical cash settlement amounts (expressed as a percentage of
the face amount of your notes) that we would pay on your notes on the stated maturity date, if the final underlier level (expressed
as a percentage of the initial underlier level) were any of the hypothetical levels shown on the horizontal axis. The chart shows that
any hypothetical final underlier level (expressed as a percentage of the initial underlier level) of less than 100.000% (the section left
of the 100.000% marker on the horizontal axis) would result in a hypothetical cash settlement amount of 100.000% of the face
amount of your notes. The chart also shows that any hypothetical final underlier level (expressed as a percentage of the initial
underlier level) of greater than or equal to 171.000% (the section right of the 171.000% marker on the horizontal axis) would result
in a capped return on your investment.

PS-8
Table of Contents

The cash settlement amounts shown above are entirely hypothetical; they are based on market prices for the underlier stocks that
may not be achieved on the determination date and on assumptions that may prove to be erroneous. The actual market value of
your notes on the stated maturity date or at any other time, including any time you may wish to sell your notes, may bear little
relation to the hypothetical cash settlement amounts shown above, and these amounts should not be viewed as an indication of the
financial return on an investment in the offered notes. The hypothetical cash settlement amounts on notes held to the stated
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maturity date in the examples above assume you purchased your notes at their face amount and have not been adjusted to reflect
the actual issue price you pay for your notes. The return on your investment (whether positive or negative) in your notes will be
affected by the amount you pay for your notes. If you purchase your notes for a price other than the face amount, the return on
your investment will differ from, and may be significantly lower than, the hypothetical returns suggested by the above examples.
Please read "Additional Risk Factors Specific to the Underlier-Linked Notes -- The Market Value of Your Notes May Be Influenced
by Many Unpredictable Factors" on page S-25 of the accompanying product supplement no. 3141.

Payments on the notes are economically equivalent to the amounts that would be paid on a combination of other instruments. For
example, payments on the notes are economically equivalent to a combination of an interest-bearing bond bought by the holder
and one or more options entered into between the holder and us (with one or more implicit option premiums paid over time). The
discussion in this paragraph does not modify or affect the terms of the notes or the U.S. federal income tax treatment of the notes,
as described elsewhere in this pricing supplement.

PS-9
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We cannot predict the actual final underlier level or what the market value of your notes will be on any particular trading day, nor
can we predict the relationship between the underlier level and the market value of your notes at any time prior to the stated
maturity date. The actual amount that you will receive at maturity and the rate of return on the offered notes will depend on the
actual final underlier level determined by the calculation agent as described above. Moreover, the assumptions on which the
hypothetical returns are based may turn out to be inaccurate. Consequently, the amount of cash to be paid in respect of your
notes on the stated maturity date may be very different from the information reflected in the table and chart above.

PS-10
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ADDI T I ON AL RI SK FACT ORS SPECI FI C T O Y OU R N OT ES

An investment in your notes is subject to the risks described below, as well as the risks and considerations described in the
accompanying prospectus dated September 15, 2014, in the accompanying prospectus supplement dated September 15, 2014,
under "Additional Risk Factors Specific to the Notes" in the accompanying general terms supplement, and under "Additional Risk
Factors Specific to the Underlier-Linked Notes" in the accompanying product supplement no. 3141. You should carefully review
these risks and considerations as well as the terms of the notes described herein and in the accompanying prospectus, dated
September 15, 2014, as supplemented by the accompanying prospectus supplement, dated September 15, 2014, the
accompanying general terms supplement, dated September 26, 2014, and the accompanying product supplement no. 3141,
dated September 15, 2014, of The Goldman Sachs Group, Inc. Your notes are a riskier investment than ordinary debt
securities. Also, your notes are not equivalent to investing directly in the underlier stocks, i.e., the stocks comprising the
underlier to which your notes are linked. You should carefully consider whether the offered notes are suited to your particular
circumstances.

T he Est im a t e d V a lue of Y our N ot e s At t he T im e t he T e rm s of Y our N ot e s Are Se t On t he T ra de Da t e (a s
De t e rm ine d By Re fe re nc e t o Pric ing M ode ls U se d By GS& Co.) I s Le ss T ha n t he Origina l I ssue Pric e Of Y our
N ot e s

The original issue price for your notes exceeds the estimated value of your notes as of the time the terms of your notes are set on
the trade date, as determined by reference to GS&Co.'s pricing models and taking into account our credit spreads. Such estimated
value on the trade date is set forth above under "Estimated Value of Your Notes"; after the trade date, the estimated value as
determined by reference to these models will be affected by changes in market conditions, our creditworthiness and other relevant
factors. The price at which GS&Co. would initially buy or sell your notes (if GS&Co. makes a market, which it is not obligated to
do), and the value that GS&Co. will initially use for account statements and otherwise, also exceeds the estimated value of your
notes as determined by reference to these models. As agreed by GS&Co. and the distribution participants, the amount of this
excess will decline on a straight line basis over the period from the date hereof through the applicable date set forth above under
"Estimated Value of Your Notes". Thereafter, if GS&Co. buys or sells your notes it will do so at prices that reflect the estimated
value determined by reference to such pricing models at that time. The price at which GS&Co. will buy or sell your notes at any
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time also will reflect its then current bid and ask spread for similar sized trades of structured notes.

In estimating the value of your notes as of the time the terms of your notes are set on the trade date, as disclosed above under
"Estimated Value of Your Notes", GS&Co.'s pricing models consider certain variables, including principally our credit spreads,
interest rates (forecasted, current and historical rates), volatility, price-sensitivity analysis and the time to maturity of the notes.
These pricing models are proprietary and rely in part on certain assumptions about future events, which may prove to be incorrect.
As a result, the actual value you would receive if you sold your notes in the secondary market, if any, to others may differ, perhaps
materially, from the estimated value of your notes determined by reference to our models due to, among other things, any
differences in pricing models or assumptions used by others. See "Additional Risk Factors Specific to the Underlier-Linked Notes
-- The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors" on page S-25 of the accompanying product
supplement no. 3141.

The difference between the estimated value of your notes as of the time the terms of your notes are set on the trade date and the
original issue price is a result of certain factors, including principally the underwriting discount and commissions, the expenses
incurred in creating, documenting and marketing the notes, and an estimate of the difference between the amounts we pay to
GS&Co. and the amounts GS&Co. pays to us in connection with your notes. We pay to GS&Co. amounts based on what we would
pay to holders of a non-structured note with a similar maturity. In return for such payment, GS&Co. pays to us the amounts we
owe under your notes.

In addition to the factors discussed above, the value and quoted price of your notes at any time will reflect many factors and
cannot be predicted. If GS&Co. makes a market in the notes, the price quoted by GS&Co. would reflect any changes in market
conditions and other relevant factors, including any

PS-11
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deterioration in our creditworthiness or perceived creditworthiness. These changes may adversely affect the value of your notes,
including the price you may receive for your notes in any market making transaction. To the extent that GS&Co. makes a market in
the notes, the quoted price will reflect the estimated value determined by reference to GS&Co.'s pricing models at that time, plus or
minus its then current bid and ask spread for similar sized trades of structured notes (and subject to the declining excess amount
described above).

Furthermore, if you sell your notes, you will likely be charged a commission for secondary market transactions, or the price will
likely reflect a dealer discount. This commission or discount will further reduce the proceeds you would receive for your notes in a
secondary market sale.

There is no assurance that GS&Co. or any other party will be willing to purchase your notes at any price and, in this regard,
GS&Co. is not obligated to make a market in the notes. See "Additional Risk Factors Specific to the Underlier-Linked Notes --
Your Notes May Not Have an Active Trading Market" on page S-24 of the accompanying product supplement no. 3141.

T he N ot e s Are Subje c t t o t he Cre dit Risk of t he I ssue r

Although the return on the notes will be based on the performance of the underlier, the payment of any amount due on the notes is
subject to our credit risk. The notes are our unsecured obligations. Investors are dependent on our ability to pay all amounts due
on the notes, and therefore investors are subject to our credit risk and to changes in the market's view of our creditworthiness.
See "Description of the Notes We May Offer -- Information About Our Medium-Term Notes, Series D Program -- How the Notes
Rank Against Other Debt" on page S-4 of the accompanying prospectus supplement.

T he Am ount Pa ya ble on Y our N ot e s I s N ot Link e d t o t he Le ve l of t he U nde rlie r a t Any T im e Ot he r t ha n t he
De t e rm ina t ion Da t e

The final underlier level will be based on the closing level of the underlier on the determination date (subject to adjustment as
described elsewhere in this pricing supplement). Therefore, if the closing level of the underlier dropped precipitously on the
determination date, the cash settlement amount for your notes may be significantly less than it would have been had the cash
settlement amount been linked to the closing level of the underlier prior to such drop in the level of the underlier. Although the
actual level of the underlier on the stated maturity date or at other times during the life of your notes may be higher than the final
underlier level, you will not benefit from the closing level of the underlier at any time other than on the determination date.

http://www.sec.gov/Archives/edgar/data/886982/000110465915054826/a15-15042_6424b2.htm[7/30/2015 3:50:29 PM]

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