Obligation Goldman & Sachs 3% ( US38148TPB97 ) en USD

Goldman & Sachs

97.99 % ⇌

Etas-Unis

US38148TPB97 ( en USD )

3% par an ( paiement semestriel )

15/11/2025

Prospectus brochure de l'obligation Goldman Sachs US38148TPB97 en USD 3%, échéance 15/11/2025

1 000 USD

908 000 USD

38148TPB9

BBB+ ( Qualité moyenne inférieure )

A2 ( Qualité moyenne supérieure )

15/11/2025 ( Dans 99 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.

Cette obligation, identifiée par les codes ISIN US38148TPB97 et CUSIP 38148TPB9, constitue un instrument de dette émis par Goldman Sachs, une institution financière mondiale de premier plan basée aux États-Unis et reconnue pour son expertise en banque d'investissement, gestion d'actifs et services de titres, dont l'émission, libellée en dollars américains (USD) avec un taux d'intérêt nominal de 3% et une maturité fixée au 15 novembre 2025, est actuellement cotée à 97,99% de sa valeur nominale sur le marché, sa taille totale s'élevant à 908 000 unités avec une taille minimale d'achat fixée à 1 000 unités, les paiements d'intérêts étant effectués bi-annuellement, et dont la qualité de crédit est attestée par une notation BBB+ de Standard & Poor's (S&P) et A2 de Moody's, ces évaluations reflétant la capacité de l'émetteur à honorer ses engagements financiers.

Pricing Supplement No. 4477 dated November 21, 2016
424B2 1 d301063d424b2.htm PRICING SUPPLEMENT NO. 4477 DATED NOVEMBER 21, 2016
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-198735

$908,000

T he Goldm a n Sa c hs Group, I nc .

Callable Fixed Rate Notes due 2025

We will pay you interest monthly on your notes at a rate of 3.00% per annum from and including November 25, 2016 to
but excluding the stated maturity date (November 15, 2025). Interest will be paid on the 15th day of each month. The first such
payment will be made on December 15, 2016.
I n a ddit ion, w e m a y re de e m t he not e s a t our opt ion, in w hole but not in pa rt , on t he 1 5 t h da y of e a c h
m ont h on or a ft e r N ove m be r 1 5 , 2 0 2 4 , 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 .
T he not e s a re not subje c t t o a survivor's opt ion t o re que st re pa ym e nt prior t o t he st a t e d m a t urit y
da t e upon t he de a t h of a be ne fic ia l ow ne r.

Per Note Total
Initial price to public

100.00% $
908,000
Underwriting discount

2.05% $
18,614
Proceeds, before expenses, to The Goldman Sachs Group, Inc.

97.95% $
889,386

The initial price to public set forth above does not include accrued interest, if any. Interest on the notes will accrue from
November 25, 2016 and must be paid by the purchaser if the notes are delivered after November 25, 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 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

Pricing Supplement No. 4477 dated November 21, 2016.
Table of Contents

About Y our Prospe c t us
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Pricing Supplement No. 4477 dated November 21, 2016

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
Table of Contents
SPECI FI C T ERM S OF T H E N OT ES

Please note that in this section entitled "Specific Terms of the Notes", references to "The Goldman Sachs Group, Inc.",
"we", "our" and "us" mean only The Goldman Sachs Group, Inc. and do not include any of its consolidated subsidiaries.
Also, in this section, references to "holders" mean The Depository Trust Company (DTC) or its nominee and not
indirect owners who own beneficial interests in notes through participants in DTC. Please review the special
considerations that apply to indirect owners in the accompanying prospectus, under "Legal Ownership and Book-Entry
Issuance".

This pricing supplement no. 4477 dated November 21, 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.
T e rm s of t he Ca lla ble Fix e d Ra t e N ot e s due 2 0 2 5

I ssue r: The Goldman Sachs Group, Inc.
I nt e re st pa ym e nt da t e s: the 15th day of each month,
commencing on December 15, 2016 and ending on the stated
Princ ipa l a m ount : $908,000
maturity date
Spe c ifie d c urre nc y: U.S. dollars ($)
Re gula r re c ord da t e s: for interest due on an interest
T ype of N ot e s: Fixed rate notes (notes)
payment date, the day immediately prior to the day on which
payment is to be made (as such payment day may be adjusted
De nom ina t ions: $1,000 and integral multiples of $1,000 in
under the applicable business day convention specified below)
excess thereof
Da y c ount c onve nt ion: 30/360
T ra de da t e : November 21, 2016
Busine ss da y: New York
Origina l issue da t e : November 25, 2016
Busine ss da y c onve nt ion: following unadjusted
St a t e d m a t urit y da t e : November 15, 2025
Re de m pt ion a t opt ion of issue r be fore st a t e d
I nt e re st ra t e : 3.00% per annum
m a t urit y: We may redeem the notes at our option, in whole
Supple m e nt a l disc ussion of U .S. fe de ra l inc om e t a x
but not in part, on the 15th day of each month on or after
c onse que nc e s: It is the opinion of Sidley Austin LLP that
November 15, 2024, upon five business days' prior notice, at a
interest on a note will be taxable to a U.S. holder as ordinary
redemption price equal to 100% of the outstanding principal
interest income at the time it accrues or is received in
amount plus accrued and unpaid interest to but excluding the
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Pricing Supplement No. 4477 dated November 21, 2016
accordance with the U.S. holder's normal method of
redemption date
accounting for tax purposes (regardless of whether we call the
N o survivor's opt ion: the notes are not subject to
notes). Upon the disposition of a note by sale, exchange,
repayment prior to the stated maturity upon the death of a
redemption or retirement (i.e., if we exercise our right to call
beneficial owner
the notes or otherwise) or other disposition, a U.S. holder will
generally recognize capital gain or loss equal to the difference,
List ing: None
if any, between (i) the amount realized on the disposition
ERI SA: as described under "Employee Retirement Income
(other than amounts attributable to accrued but unpaid interest,
Security Act" on page 122 of the accompanying prospectus
which would be treated as such) and (ii) the U.S. holder's
adjusted tax basis in the note.

PS-3
Table of Contents
CU SI P no.: 38148TPB9
FDI C: The notes are not bank deposits and are not insured
by the Federal Deposit Insurance Corporation or any other
I SI N no.: US38148TPB97
governmental agency, nor are they obligations of, or
guaranteed by, a bank
Form of not e s: Your notes will be issued in book-entry
form and represented by a master global note. You should
Ca lc ula t ion Age nt : Goldman, Sachs & Co.
read the section "Legal Ownership and Book-Entry Issuance"
in the accompanying prospectus for more information about
Fore ign Ac c ount T a x Com plia nc e Ac t (FAT CA)
notes 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,
I nc luding a s a Re sult of t he Fa ilure of t he Ba nk or
De fe a sa nc e a pplie s a s follow s:
Brok e r T hrough Whic h Y ou H old t he N ot e s t o

Provide I nform a t ion t o T a x Aut horit ie s:
?
full defeasance -- i.e., our right to be relieved of all our
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

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

PS-4
Table of Contents
ADDI T I ON AL I N FORM AT I ON ABOU T T H E N OT ES
Book-Entry System
We will issue the notes as a master global note registered in the name of DTC, or its nominee. The sale of the notes will
settle in immediately available funds through DTC. You will not be permitted to withdraw the notes from DTC except in the limited
situations described in the accompanying prospectus under "Legal Ownership and Book-Entry Issuance -- What Is a Global
Security? -- Holder's Option to Obtain a Non-Global Security; Special Situations When a Global Security Will Be Terminated".
Investors may hold interests in a master global note through organizations that participate, directly or indirectly, in the DTC system.
In addition to this pricing supplement, the following provisions are hereby incorporated into the global master note: the
description of the 30/360 day count convention appearing under "Description of Debt Securities We May Offer -- Calculations of
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
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Pricing Supplement No. 4477 dated November 21, 2016
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 the 15th day of each month on or
after November 15, 2024, 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.
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.
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.

PS-5
Table of Contents
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
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 of
U nde rw rit e rs

N ot e s

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Pricing Supplement No. 4477 dated November 21, 2016
Goldman, Sachs & Co.
$
454,000
Incapital LLC

454,000

Total
$
908,000

Notes sold by the underwriters to the public will initially 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 2.05% 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 1.65% of the principal amount of the notes. 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.
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 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. or any other underwriter, will be approximately $15,000.
We will deliver the notes against payment therefor in New York, New York on November 25, 2016, which is the third
scheduled business day following the date of this pricing supplement and of the pricing of the notes.
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. 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.

PS-7
Table of Contents
Goldman, Sachs & Co., one of the 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.
CON FLI CT S OF I N T EREST
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-8
Table of Contents
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Pricing Supplement No. 4477 dated November 21, 2016
V ALI DI T Y OF T H E N OT ES
In the opinion of Sidley Austin LLP, as counsel to The Goldman Sachs Group, Inc., when the notes offered by this pricing
supplement have been executed and issued by The Goldman Sachs Group, Inc. and authenticated by the trustee pursuant to the
indenture, and delivered against payment as contemplated herein, such notes will be valid and binding obligations of The Goldman
Sachs Group, Inc., enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally, concepts of reasonableness and equitable principles of general applicability (including, without
limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the
effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This
opinion is given as of the date hereof and is limited to the Federal laws of the United States, the laws of the State of New York
and the General Corporation Law of the State of Delaware as in effect on the date hereof. In addition, this opinion is subject to
customary assumptions about the trustee's authorization, execution and delivery of the indenture and the genuineness of signatures
and certain factual matters, all as stated in the letter of such counsel dated September 15, 2014, which has been filed as Exhibit
5.5 to The Goldman Sachs Group, Inc.'s registration statement on Form S-3 filed with the Securities and Exchange Commission on
September 15, 2014.

PS-9
Table of Contents

We have not authorized anyone to provide any information or to make

any representations other than those contained or incorporated by
reference in this pricing supplement, the accompanying prospectus
supplement or the accompanying prospectus. We take no responsibility for,
and can provide no assurance as to the reliability of, any other information
that others may give you. This pricing supplement, the accompanying
prospectus supplement and the accompanying prospectus is an offer to
sell only the notes offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so. The information contained in this
$908,000
pricing supplement, the accompanying prospectus supplement and the
accompanying prospectus is current only as of the respective dates of
such documents.

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

Pa ge
Callable Fixed Rate
Specific Terms of the Notes
PS-3
Additional Information About the Notes
PS-5
Notes due 2025
Supplemental Plan of Distribution
PS-7
Conflicts of Interest
PS-8
Validity of the Notes
PS-9
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

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Pricing Supplement No. 4477 dated November 21, 2016

Description of Warrants We May Offer

42
Description of Purchase Contracts We May Offer

59
Description of Units We May Offer

64
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
Considerations Relating to Floating Rate Securities

88
Considerations Relating to Indexed Securities

90
Considerations Relating to Securities Denominated or
Goldm a n, Sa c hs & Co.
Payable in or Linked to a Non-U.S. Dollar Currency

91
United States Taxation

94
Plan of Distribution

118
I nc a pit a l LLC
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

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Document Outline

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