Bond Goldman & Sachs 3.25% ( US38150ACE38 ) in USD

Issuer Goldman & Sachs
Market price 100 %  ⇌ 
Country  United States
ISIN code  US38150ACE38 ( in USD )
Interest rate 3.25% per year ( payment 2 times a year)
Maturity 19/03/2024 - Bond has expired



Prospectus brochure of the bond Goldman Sachs US38150ACE38 in USD 3.25%, expired


Minimal amount 1 000 USD
Total amount /
Cusip 38150ACE3
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Detailed description Goldman Sachs is a leading global investment banking, securities, and investment management firm that provides a wide range of financial services to corporations, governments, and high-net-worth individuals.

Goldman Sachs' US38150ACE38 bond, a USD-denominated instrument with a 3.25% coupon, a minimum purchase size of 1000, and a maturity date of March 19, 2024, has matured and been repaid at 100% of face value.







gs-424b2.htm
424B2 1 gs-424b2.htm PRICING SUPPLEMENT NO. 213 DATED MARCH 15, 2019
Fil e d Pursu a nt t o Rule
4 2 4 (b)( 2 )
Re gist r a t i on St a t e m e nt N o. 3 3 3 -2 1 9 2 0 6

$ 2 5 ,1 1 3 ,0 0 0
T he Goldm a n Sa c hs Group, I nc .
Callable Step-Up Fixed Rate Notes due 2024



We will pay you interest semi-annually on your notes at a rate of 3.25% per annum from and including March 19, 2019 to
but excluding March 19, 2020. We will pay you interest semi-annually on your notes at a rate of 3.50% per annum from and
including March 19, 2020 to but excluding March 19, 2021. We will pay you interest semi-annually on your notes at a rate of
3.75% per annum from and including March 19, 2021 to but excluding March 19, 2022. We will pay you interest semi-annually on
your notes at a rate of 4.00% per annum from and including March 19, 2022 to but excluding March 19, 2023. We will pay you
interest semi-annually on your notes at a rate of 4.25% per annum from and including March 19, 2023 to but excluding the stated
maturity date (March 19, 2024). Interest will be paid on each March 19 and September 19. The first such payment will be made
on September 19, 2019.

I n a ddit io n, w e m a y re d e e m t he not e s a t our opt ion, in w hol e but not in pa rt , on e a c h M a rc h 1 9 ,
J une 1 9 , Se pt e m be r 1 9 a nd De c e m be r 1 9 on or a ft e r M a rc h 1 9 , 2 0 2 0 , upon a t le a st five bu si ne ss da ys'
prior not ic e , a t a re d e m pt ion pric e e qua l t o 1 0 0 % of t he out st a nding princ ip a l a m ount plus a c c r ue d a nd
unpa id int e re st t o but e x c l uding t he re de m pt ion da t e . Alt hough t he int e r e st ra t e w i ll st e p up du ring t he
life of your not e s, you m a y not be ne fit from suc h inc re a se in t he i nt e re st ra t e if your not e s a re
re de e m e d prior t o t he st a t e d m a t urit y da t e .




Per Note
Total
Initial price to public

100%
$25,113,000
Underwriting discount

0.761%
$191,109.93
Proceeds, before expenses, to The Goldman Sachs Group, Inc.

99.239% $24,921,890.07

The initial price to public set forth above does not include accrued interest, if any. Interest on the notes will accrue from
March 19, 2019 and must be paid by the purchaser if the notes are delivered after March 19, 2019. 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 will depend in part on the issue price you pay for
such notes.
N e it h e r t he S e c urit ie s a nd Ex c ha n ge C om m is si on 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 s se d up on t he a c c ura c y or a de qua c y of t his
pros pe c t us. A ny re pre se nt a t ion t o t he c ont ra ry is a c rim in a l offe nse .
T he not e s a re not ba nk de p osit s a nd a re not insur e d by t he Fe d e ra l D e posit I nsura nc e
Corpora t ion or a ny ot he r go ve rnm e nt a l a ge n c 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. 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.

Goldm a n Sa c hs & Co. LLC
I nc a pit a l LLC

Pricing Supplement No. 213 dated March 15, 2019.





About Y our Prospe c t us
https://www.sec.gov/Archives/edgar/data/886982/000156459019008395/gs-424b2.htm[3/19/2019 1:00:25 PM]


gs-424b2.htm
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.

PS-2


SPE CI FI C T ERM S OF T H E
N OT E S

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. 213 dated March 15, 2019 (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 called Medium-Term 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 to 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
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 C a lla ble St e p-U p Fi x e d Ra t e N ot e s due
2 0 2 4
I ssue r: The Goldman Sachs Group, Inc.
attributable to accrued but unpaid interest, which would be
Princ ipa l a m o unt : $25,113,000
treated as such) and (ii) the U.S. holder's adjusted tax basis in
Spe c ifie d c u rre n c y: U.S. dollars ($)
the note.
T ype of N ot e s: Fixed rate notes (notes)
I nt e re st pa ym e nt da t e s: March 19 and September 19 of
De nom ina t ions: $1,000 and integral multiples of $1,000
each year, commencing on September 19, 2019 and ending on
in excess thereof
the stated maturity date
T r a de da t e : March 15, 2019
Re gula r re c o rd da t e s: for interest due on an interest
payment date, the day immediately prior to the day on which
Ori gina l issue da t e : March 19, 2019
payment is to be made (as such payment day may be adjusted
St a t e d m a t urit y da t e : March 19, 2024
under the applicable business day convention specified below)
I nt e re st ra t e : 3.25% per annum from and including
Da y c ount c onv e nt ion: 30/360 (ISDA), as further discussed
March 19, 2019 to but excluding March 19, 2020; 3.50%
under "Additional Information About the Notes -- Day Count
per annum from and including March 19, 2020 to but
Convention" on page PS-5 of this pricing supplement
excluding March 19, 2021; 3.75% per annum from and
Busine ss da y: New York
including March 19, 2021 to but excluding March 19, 2022;
4.00% per annum from and including March 19, 2022 to but
Busine ss da y c on ve nt io n: following unadjusted
excluding March 19, 2023; 4.25% per annum from and
Re de m pt ion a t opt ion of i ssue r be fore st a t e d
including March 19, 2023 to but excluding March 19, 2024
m a t urit y: We may redeem the notes at our option, in whole
Supple m e nt a l disc ussi on of U .S. fe de ra l inc om e
but not in part, on each March 19, June 19, September 19 and
t a x c onse que n c e s: Subject to the discussion set forth
December 19 on or after March 19, 2020, upon at least five
in the section referenced below regarding short-term debt
business days' prior notice, at a redemption price equal to
securities, it is the opinion of Sidley Austin LLP that interest
100% of the outstanding principal amount plus accrued and
on a note will be taxable to a U.S. holder as ordinary
unpaid interest to but excluding the redemption date
interest income at the time it accrues or is received in
Lim it e d e ve nt s of de fa ult : The only events of default for the
https://www.sec.gov/Archives/edgar/data/886982/000156459019008395/gs-424b2.htm[3/19/2019 1:00:25 PM]


gs-424b2.htm
accordance with the U.S. holder's normal method of
notes are (i) interest or principal payment defaults that continue for
accounting for tax purposes (regardless of whether we
30 days and (ii) certain insolvency events. No other breach or
call the notes). Upon the disposition of a note by sale,
default under our senior debt indenture or the notes will result in
exchange, redemption or retirement (i.e., if we exercise our
an event of default for the notes or permit the trustee or holders to
right to call the notes or otherwise) or other disposition, a
accelerate the maturity of any debt securities ­ that is, they will not
U.S. holder will generally recognize capital gain or loss
be entitled to declare the principal amount of any notes to be
equal to the difference, if any, between (i) the amount
immediately due and payable. See "Risks Relating to Regulatory
realized on the disposition (other than amounts
PS-3


Resolution Strategies and Long-Term Debt Requirements"
FDI C: The notes are not bank deposits and are not insured by
and "Description of Debt Securities We May Offer --
the Federal Deposit Insurance Corporation or any other
Default, Remedies and Waiver of Default -- Securities
governmental agency, nor are they obligations of, or
Issued on or After January 1, 2017 under the 2008
guaranteed by, a bank
Indenture" in the accompanying prospectus for further
details.
Ca lc ula t ion Age nt : Goldman Sachs & Co. LLC
List i ng: None
Fo re ign A c c ou nt T a x Com plia nc e A c t ( FAT CA)
Wit hh olding M a y Apply t o Pa ym e nt s on Y our N ot e s,
ERI SA: as described under "Employee Retirement
I nc luding a s a R e sult of t he Fa ilu re of t he B a nk or
Income Security Act" on page 119 of the accompanying
prospectus
Brok e r T hrough Whi c 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:
CU SI P no.: 38150ACE3
Please see the discussion under "United States Taxation --
I SI N no.: US38150ACE38
Taxation of Debt Securities -- Foreign Account Tax Compliance
Fo rm of not e s: Your notes will be issued in book-entry
Act (FATCA) Withholding" in the accompanying prospectus for a
form and represented by a master global note. You
description of the applicability of FATCA to payments made on
should read the section "Legal Ownership and Book-
your notes. The discussion in that section is hereby modified to
Entry Issuance" in the accompanying prospectus for
reflect regulations proposed by the Treasury Department indicating
more information about notes issued in book-entry form
its intent to eliminate the requirements under FATCA of withholding
De fe a sa nc e a pplie s a s follow s:
on gross proceeds from the sale, exchange, maturity or other
· full defeasance -- i.e., our right to be relieved of all our
disposition of relevant financial instruments. The Treasury
obligations on the note by placing funds in trust for the
Department has indicated that taxpayers may rely on these
holder: yes
proposed regulations pending their finalization.
· 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


AD D I 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 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.
https://www.sec.gov/Archives/edgar/data/886982/000156459019008395/gs-424b2.htm[3/19/2019 1:00:25 PM]


gs-424b2.htm
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 will be
calculated by multiplying the principal amount of the note by an accrued interest factor for the interest period. The accrued
interest factor will 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 follows:
[360 × (Y2 ­ Y1)] + [30 × (M2 ­ M1)] + (D2 ­ D1)
360
w he re :
"Y1" is the year, expressed as a number, in which the first day of the interest period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day included in the interest period
falls;
"M1" is the calendar month, expressed as a number, in which the first day of the interest period
falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the
interest period falls;
"D1" is the first calendar day, expressed as a number, of the interest period, unless such number would be 31, in which
case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in the interest period,
unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30.

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.

PS-5


We will have the right to redeem the notes at our option, in whole but not in part, on each March 19, June 19,
September 19 and December 19 on or after March 19, 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 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 March 19, 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
https://www.sec.gov/Archives/edgar/data/886982/000156459019008395/gs-424b2.htm[3/19/2019 1:00:25 PM]


gs-424b2.htm
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 March 19, 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 March 19, 2021, March 19, 2022 and March 19, 2023. If the notes
are not called on the interest payment date occurring on March 19, 2023, then, because the period between the interest payment
date on March 19, 2023 and the stated maturity date of the notes is one year or less, the notes, upon their deemed reissuance
on March 19, 2023, could be treated as short-term debt securities for OID purposes (but not for purposes of determining the
holding period of your notes). For a discussion of the U.S. federal income tax consequences to a U.S. holder of owning short-
term debt securities, please review the section entitled "United States Taxation--Taxation of Debt Securities--United States
Holders--Short-Term Debt Securities" in the accompanying prospectus.

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). 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 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 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


SU PPLEM EN T AL PLAN OF DI S T 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
Goldman Sachs & Co. LLC
$12,557,000
Incapital LLC
12,556,000
Total
$25,113,000

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 0.761% 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 0.411% 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. 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 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
https://www.sec.gov/Archives/edgar/data/886982/000156459019008395/gs-424b2.htm[3/19/2019 1:00:25 PM]


gs-424b2.htm
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, will be approximately
$10,000.

We will deliver the notes against payment therefor in New York, New York on March 19, 2019.

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 may 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 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 selling the notes or otherwise making them available to retail investors in the EEA has been prepared
and therefore offering or selling 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 following:
PS-7



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

(ii)
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

(iii)
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 will
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 falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of notes referred to above shall require us or any dealer to publish a prospectus pursuant to Article 3
of the Prospectus Directive.
https://www.sec.gov/Archives/edgar/data/886982/000156459019008395/gs-424b2.htm[3/19/2019 1:00:25 PM]


gs-424b2.htm
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.
All 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 (ii) in
other circumstances which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap. 32 of 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
PS-8


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, (ii) 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 (iii) 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 shall 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 will 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 shall 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 will 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 will 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
https://www.sec.gov/Archives/edgar/data/886982/000156459019008395/gs-424b2.htm[3/19/2019 1:00:25 PM]


gs-424b2.htm
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 will 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 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.


PS-9


Confli c t s of
I nt e re st

GS&Co. is an affiliate of The Goldman Sachs Group, Inc. and, as such, will have a "conflict of interest" in this offering of
notes within the meaning of Financial Industry Regulatory Authority, Inc. (FINRA) Rule 5121. Consequently, this offering of
notes will be conducted in compliance with the provisions of FINRA Rule 5121. GS&Co. will not be permitted to sell notes in
this offering to an account over which it exercises discretionary authority without the prior specific written approval of the
account holder.
PS-10


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 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 July 10, 2017, 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 July 10, 2017.



PS-11

https://www.sec.gov/Archives/edgar/data/886982/000156459019008395/gs-424b2.htm[3/19/2019 1:00:25 PM]


gs-424b2.htm


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 pricing supplement, the accompanying
prospectus supplement and the accompanying prospectus is current only as of

the respective dates of such documents.
TABLE OF CONTENTS
$25,113,000
Pricing Supplement
Specific Terms of the Notes
PS -3
Additional Information About the Notes
PS -5

Supplemental Plan of Distribution
PS -7
Conflicts of Interest
PS -10
T he Goldm a n Sa c hs Group,
Validity of the Notes
PS -11


I nc .


Prospectus Supplement dated July 10, 2017


Use of Proceeds
S-2
Description of Notes We May Offer
S-3
Considerations Relating to Indexed Notes
S-20

United States Taxation
S-23
Callable Fixed Rate
Employee Retirement Income Security Act
S-24
Supplemental Plan of Distribution
S-25
Notes due 2024
Validity of the Notes
S-27



Prospectus dated July 10, 2017




Available Information
2

Prospectus Summary
4
Risks Relating to Regulatory Resolution Strategies and Long-Term

Debt Requirements
8
Use of Proceeds
13
Description of Debt Securities We May Offer
14
Description of Warrants We May Offer
45
____________
Description of Purchase Contracts We May Offer
61
Description of Units We May Offer
66
Description of Preferred Stock We May Offer
71
Description of Capital Stock of The Goldman Sachs Group, Inc.
79
Legal Ownership and Book-Entry Issuance
84
Considerations Relating to Floating Rate Securities
89
Considerations Relating to Indexed Securities
90
Considerations Relating to Securities Denominated or Payable in

or Linked to a Non-U.S. Dollar Currency
91
United States Taxation
94
Plan of Distribution
116
____________
Conflicts of Interest
118
Employee Retirement Income Security Act
119
Validity of the Securities
120
Experts
120
Review of Unaudited Condensed Consolidated Financial

Statements by Independent Registered Public Accounting Firm
121
Cautionary Statement Pursuant to the Private Securities Litigation

Goldm a n Sa c hs & Co. LLC
Reform Act of 1995
121


I nc a pit a l LLC










https://www.sec.gov/Archives/edgar/data/886982/000156459019008395/gs-424b2.htm[3/19/2019 1:00:25 PM]


Document Outline