Obligation Goldman & Sachs 2% ( US38150AE357 ) en USD

Société émettrice Goldman & Sachs
Prix sur le marché 100 %  ⇌ 
Pays  Etas-Unis
Code ISIN  US38150AE357 ( en USD )
Coupon 2% par an ( paiement semestriel )
Echéance 18/03/2025 - Obligation échue



Prospectus brochure de l'obligation Goldman Sachs US38150AE357 en USD 2%, échue


Montant Minimal 1 000 USD
Montant de l'émission 6 000 000 USD
Cusip 38150AE35
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée 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 identifiée par le code ISIN US38150AE357 et le code CUSIP 38150AE35, émise aux États-Unis par Goldman Sachs, une institution financière mondiale de premier plan, a récemment atteint sa maturité fixée au 18 mars 2025 et a été intégralement remboursée à sa valeur nominale de 100% sur le marché. Libellée en dollars américains (USD), cette émission, d'une taille totale de 6 000 000 USD, offrait un taux d'intérêt de 2% avec une fréquence de paiement semi-annuelle, et était accessible aux investisseurs par lots minimaux de 1 000 USD, confirmant ainsi le dénouement de cet instrument de dette conformément à ses termes originaux.







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




$ 6 ,0 0 0 ,0 0 0
T he Goldm a n Sa c hs Group, I nc .
Callable Fixed Rate Notes due 2025

We will pay you interest on your notes at a rate of 2.00% per annum from and including March 18, 2020 to but excluding the stated maturity date (March
18, 2025). Interest will be paid on each March 18 and September 18. The first such payment will be made on September 18, 2020.
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 e a c h M a rc h 1 8 , J une 1 8 , Se pt e m be r 1 8 a nd
De c e m be r 1 8 on or a ft e r M a rc h 1 8 , 2 0 2 1 , upon a t le a st 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 .


Per Note
Total
Initial price to public
100%
$6,000,000
Underwriting discount
0.95%
$57,000
Proceeds, before expenses, to The Goldman Sachs Group, Inc.
99.05%
$5,943,000




The initial price to public set forth above does not include accrued interest, if any. Interest on the notes will accrue from March 18, 2020 and must be
paid by the purchaser if the notes are delivered after March 18, 2020. In addition to offers and sales at the initial price to public, the underwriters may
offer the notes from time to time for sale in one or more transactions at market prices prevailing at the time of sale, at prices related to market prices or
at negotiated prices.
The return (whether positive or negative) on your investment in notes 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. 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

Pricing Supplement No. 266 dated March 16, 2020.






About Y our Prospe c t us
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


SPECI FI C T ERM S OF T H E N OT ES
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Please note that in this section entitled "Specific Terms of the Notes", references to "The Goldman Sachs Group, Inc.", "we", "our" and "us" mean only
The Goldman Sachs Group, Inc. and do not include any of its subsidiaries or affiliates. Also, in this section, references to "holders" mean The
Depository Trust Company (DTC) or its nominee and not indirect owners who own beneficial interests in notes through participants in DTC. Please
review the special considerations that apply to indirect owners in the accompanying prospectus, under "Legal Ownership and Book-Entry Issuance".
This pricing supplement no. 266 dated March 16, 2020 (pricing supplement) and the accompanying prospectus dated July 10, 2017 (accompanying
prospectus), relating to the notes, should be read together. Because the notes are part of a series of our debt securities 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 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 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.
Re gula r re c ord da t e s: for interest due on an interest payment date,
the day immediately prior to the day on which payment is to be made (as
Princ ipa l a m ount : $6,000,000
such payment day may be adjusted under the applicable business day
Spe c ifie d c urre nc y: U.S. dollars ($)
convention specified below)
T ype of N ot e s: Fixed rate notes (notes)
Da y c ount c onve nt ion: 30/360 (ISDA), as further discussed under
"Additional Information About the Notes -- Day Count Convention" on
De nom ina t ions: $1,000 and integral multiples of $1,000 in excess
page PS-5 of this pricing supplement
thereof
Busine ss da y: New York
T ra de da t e : March 16, 2020
Busine ss da y c onve nt ion: following unadjusted
Origina l issue da t e : March 18, 2020
Re de m pt ion a t opt ion of issue r be fore st a t e d m a t urit y: We
St a t e d m a t urit y da t e : March 18, 2025
may redeem the notes at our option, in whole but not in part, on each
I nt e re st ra t e : 2.00% per annum
March 18, June 18, September 18 and December 18 on or after March
18, 2021, upon at least five business days' prior notice, at a redemption
Supple m e nt a l disc ussion of U .S. fe de ra l inc om e t a x
price equal to 100% of the outstanding principal amount plus accrued
c onse que nc e s: It is the opinion of Sidley Austin LLP that interest on a
and unpaid interest to but excluding the redemption date
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
Lim it e d e ve nt s of de fa ult : The only events of default for the notes
method of accounting for tax purposes (regardless of whether we call the
are (i) interest or principal payment defaults that continue for 30 days and
notes). Upon the disposition of a note by sale, exchange, redemption or
(ii) certain insolvency events. No other breach or default under our senior
retirement (i.e., if we exercise our right to call the notes or otherwise) or
debt indenture or the notes will result in an event of default for the notes
other disposition, a U.S. holder will generally recognize capital gain or
or permit the trustee or holders to accelerate the maturity of any debt
loss equal to the difference, if any, between (i) the amount realized on
securities ­ that is, they will not be entitled to declare the principal
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.
I nt e re st pa ym e nt da t e s: March 18 and September 18 of each year,
commencing on September 18, 2020 and ending on the stated maturity
date
PS-3


amount of any notes to be immediately due and payable. See "Risks
FDI C: The notes are not bank deposits and are not insured by the
Relating to Regulatory Resolution Strategies and Long-Term Debt
Federal Deposit Insurance Corporation or any other governmental
Requirements" and "Description of Debt Securities We May Offer --
agency, nor are they obligations of, or guaranteed by, a bank
Default, Remedies and Waiver of Default -- Securities Issued on or
After January 1, 2017 under the 2008 Indenture" in the accompanying
Ca lc ula t ion Age nt : Goldman Sachs & Co. LLC
prospectus for further details.
Fore ign Ac c ount T a x Com plia nc e Ac t (FAT CA) Wit hholding
List ing: None
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 Brok e r T hrough Whic h
ERI SA: as described under "Employee Retirement Income Security
Y ou H old t he N ot e s t o Provide I nform a t ion t o T a x
Act" on page 119 of the accompanying prospectus
Aut horit ie s:
CU SI P no.: 38150AE35
Please see the discussion under "United States Taxation -- Taxation of
Debt Securities -- Foreign Account Tax Compliance Act (FATCA)
I SI N no.: US38150AE357
Withholding" in the accompanying prospectus for a description of the
applicability of FATCA to payments made on your notes. The
Form of not e s: Your notes will be issued in book-entry form and
discussion in that section is hereby modified to reflect regulations
represented by a master global note. You should read the section
proposed by the Treasury Department indicating its intent to eliminate
"Legal Ownership and Book-Entry Issuance" in the accompanying
the requirements under FATCA of withholding on gross proceeds from
prospectus for more information about notes issued in book-entry form
the sale, exchange, maturity or other disposition of relevant financial
instruments. The Treasury Department has indicated that taxpayers
De fe a sa nc e a pplie s a s follow s:
may rely on these proposed regulations pending their finalization.
·
full defeasance -- i.e., our right to be relieved of all our obligations

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

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PS-4


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 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.
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 18, June 18, September 18 and December 18 on or
after March 18, 2021, 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 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.
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PS-6


SU PPLEM EN T AL PLAN OF DI ST RI BU T I ON
The Goldman Sachs Group, Inc. expects to agree to sell to Goldman Sachs & Co. LLC, and Goldman Sachs & Co. LLC expects to agree to purchase
from The Goldman Sachs Group, Inc., the aggregate principal amount of the offered notes specified on the front cover of this pricing supplement.
Goldman Sachs & Co. LLC proposes initially to offer the notes to the public at the initial price to public set forth on the cover page of this pricing
supplement, and to certain securities dealers at such price less a concession not in excess of 0.60% of the face amount. If all of the offered notes are
not sold at the initial price to public, the underwriter and/or dealers may change the offering price and the other selling terms.
In the future, Goldman Sachs & Co. LLC or other affiliates of The Goldman Sachs Group, Inc. may repurchase and resell the offered notes in market-
making transactions, with resales being made at prices related to prevailing market prices at the time of resale or at negotiated prices. The Goldman
Sachs Group, Inc. estimates that its share of the total offering expenses, excluding underwriting discounts and commissions, will be approximately
$15,000. For more information about the plan of distribution and possible market-making activities, see "Plan of Distribution" in the accompanying
prospectus.
We will deliver the notes against payment therefor in New York, New York on March 18, 2020.
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:
(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"),
Goldman Sachs & Co. LLC has represented and agreed 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,
PS-7


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.
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 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,
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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
PS-8


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 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.
CON FLI CT S OF I N T EREST
Goldman Sachs & Co. LLC 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. Goldman Sachs & Co. LLC 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-9


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-10



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
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gs-424b2.htm
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
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 -9
Validity of the Notes
PS -10





Prospectus Supplement dated July 10, 2017


Use of Proceeds
S-2
Description of Notes We May Offer
S-3
$6,000,000
Considerations Relating to Indexed Notes
S-20
United States Taxation
S-23

Employee Retirement Income Security Act
S-24
Supplemental Plan of Distribution
S-25
T he Goldm a n Sa c hs Group, I nc .
Validity of the Notes
S-27


Prospectus dated July 10, 2017




Available Information
2

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

Debt Requirements
8
Notes due 2025
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

Reform Act of 1995
121
____________





Goldm a n Sa c hs & Co. LLC


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