Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
MDC PARTNERS INC.
(Name of Issuer)
Class A Shares
(Title of Class of Securities)
552697104
(CUSIP Number)
David S. Thomas, Esq.
Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282
(212) 902-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With a copy to:
Mark H. Lucas, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004
(212) 859-8000
April 21, 2021
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 17 Pages)
____________
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
CUSIP No. 552697104
|
SCHEDULE 13D
|
Page 2 of 17 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
|
The Goldman Sachs Group, Inc.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF (See Item 3)
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
-0-
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
17,759,973.05 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
17,759,973.05 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
17,759,973.05 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
19.42% (See Item 5)**
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
HC-CO
|
|
|
|||
|
|
|
||||
|
*
|
Reflects (i) 17,752,295.72 Class A Subordinate Voting Shares (the “Class A Shares”) of MDC Partners Inc. (the “Issuer”) issuable upon the conversion of 95,000 Series 4 Convertible
Preference Shares (the “Preference Shares”) of the Issuer and (ii) 7,677.33 Class A Shares of the Issuer. The Series 4 Convertible Preference Shares are convertible as described herein.
|
|
**
|
The calculation is based on the 91,475,015.72 Class A Shares of the Issuer outstanding which includes (i) 73,722,720 Class A Shares outstanding as provided on the Issuer’s Form 10-K, filed on March 16, 2021 and (ii) 17,752,295.72
Class A Shares of the Issuer deliverable upon conversion of the Preference Shares reported herein.
|
|
CUSIP No. 552697104
|
SCHEDULE 13D
|
Page 3 of 17 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
|
Goldman Sachs & Co. LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC; AF (See Item 3)
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☒
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
New York
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
-0-
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
17,759,973.05 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
17,759,973.05 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
17,759,973.05 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
19.42% (See Item 5)**
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
BD-IA
|
|
|
|||
|
|
|
||||
|
*
|
Reflects (i) 17,752,295.72 Class A Shares of the Issuer issuable upon the conversion of 95,000 Preference Shares of the Issuer and (ii) 7,677.33 Class A Shares of the Issuer. The Preference Shares are convertible as described
herein.
|
|
**
|
The calculation is based on the 91,475,015.72 Class A Shares of the Issuer outstanding which includes (i) 73,722,720 Class A Shares outstanding as provided on the Issuer’s Form 10-K, filed on March 16, 2021 and (ii)
17,752,295.72 Class A Shares of the Issuer deliverable upon conversion of the Preference Shares reported herein.
|
|
CUSIP No. 552697104
|
SCHEDULE 13D
|
Page 4 of 17 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
|
Broad Street Principal Investments, L.L.C.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC (See Item 3)
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
-0-
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
17,752,295.72 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
17,752,295.72 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
17,752,295.72 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
19.41% (See Item 5)**
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
*
|
Reflects 17,752,295.72 Class A Shares of the Issuer issuable upon the conversion of 95,000 Preference Shares of Issuer. The Preference Shares are convertible as described herein.
|
|
**
|
The calculation is based on the 91,475,015.72 Class A Shares of the Issuer outstanding which includes (i) 73,722,720 Class A Shares outstanding as provided on the Issuer’s Form 10-K, filed on March 16, 2021 and (ii)
17,752,295.72 Class A Shares of the Issuer deliverable upon conversion of the Preference Shares reported herein.
|
|
CUSIP No. 552697104
|
SCHEDULE 13D
|
Page 5 of 17 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
|
StoneBridge 2017, L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC (See Item 3)
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
-0-
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
17,752,295.72 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
17,752,295.72 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
17,752,295.72 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
19.41% (See Item 5)**
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
*
|
Reflects 17,752,295.72 Class A Shares of the Issuer issuable upon the conversion of 95,000 Preference Shares of Issuer. The Preference Shares are convertible as described herein.
|
|
**
|
The calculation is based on the 91,475,015.72 Class A Shares of the Issuer outstanding which includes (i) 73,722,720 Class A Shares outstanding as provided on the Issuer’s Form 10-K, filed on March 16, 2021 and (ii)
17,752,295.72 Class A Shares of the Issuer deliverable upon conversion of the Preference Shares reported herein.
|
|
CUSIP No. 552697104
|
SCHEDULE 13D
|
Page 6 of 17 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
|
StoneBridge 2017 Offshore, L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC (See Item 3)
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
-0-
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
17,752,295.72 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
17,752,295.72 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
17,752,295.72 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
19.41% (See Item 5)**
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
*
|
Reflects 17,752,295.72 Class A Shares of the Issuer issuable upon the conversion of 95,000 Preference Shares of Issuer. The Preference Shares are convertible as described herein.
|
|
**
|
The calculation is based on the 91,475,015.72 Class A Shares of the Issuer outstanding which includes (i) 73,722,720 Class A Shares outstanding as provided on the Issuer’s Form 10-K, filed on March 16, 2021 and (ii)
17,752,295.72 Class A Shares of the Issuer deliverable upon conversion of the Preference Shares reported herein.
|
|
CUSIP No. 552697104
|
SCHEDULE 13D
|
Page 7 of 17 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
|
Bridge Street Opportunity Advisors, L.L.C.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF (See Item 3)
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
-0-
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
17,752,295.72 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
17,752,295.72 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
17,752,295.72 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
19.41% (See Item 5)**
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
*
|
Reflects 17,752,295.72 Class A Shares of the Issuer issuable upon the conversion of 95,000 Preference Shares of Issuer. The Preference Shares are convertible as described herein.
|
|
**
|
The calculation is based on the 91,475,015.72 Class A Shares of the Issuer outstanding which includes (i) 73,722,720 Class A Shares outstanding as provided on the Issuer’s Form 10-K, filed on March 16, 2021 and (ii) 17,752,295.72
Class A Shares of the Issuer deliverable upon conversion of the Preference Shares reported herein.
|
This Amendment No. 4 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on March 15, 2017, as amended and supplemented by Amendment No. 1 filed by the Reporting Persons on March 24, 2017, Amendment
No. 2 filed by the Reporting Persons on March 14, 2019, and Amendment No. 3 filed by the Reporting Persons on December 23, 2021 (the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”).
Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms not otherwise defined in this Amendment shall have the same meanings ascribed
thereto in the Original Schedule 13D.
This Amendment No. 4 is being filed to make updates and amendments to the Original Schedule 13D as follows:
Item 2. Identity and Background.
This Amendment amends Item 2 of the Original Schedule 13D by replacing in their entirety Schedules I, II-A, II-B and III, incorporated therein by reference, with Schedules I, II-A, II-B and III hereto, respectively,
which Schedules I, II-A, II-B and III are incorporated herein by reference.
Item 4. Purpose of Transaction.
This Amendment amends Item 4 of the Original Schedule 13D by adding the paragraphs set forth below as the fourth to last, third to last, and second to last paragraphs of Item
4 of the Original Schedule 13D:
“On April 21, 2021, in connection with the Contemplated Stagwell Transaction, BSPI, SB Employee Fund, and SB Employee Fund Offshore (together, the “Holders”) entered
into a letter agreement (the “Consent Agreement”) with the Issuer. Pursuant to the Consent Agreement, the Holders agreed, among other things, subject to the terms and conditions set forth in the Consent Agreement (i) to ratify BSPI’s
consents with respect to the Issuer’s entry into the Contemplated Stagwell Transaction; (ii) to execute and deliver to the Issuer the formal shareholder consent in the form attached as Exhibit A to the Consent Agreement; (iii) that they shall,
at any meeting of the shareholders of the Issuer, duly called for purposes of approving the Contemplated Stagwell Transaction, appear at such meeting in person or by proxy or otherwise cause the Preference Shares to be counted as present thereat
for purpose of establishing a quorum and vote, or cause to be voted at such meeting, all of the Preference Shares in favor of the Contemplated Stagwell Transaction, and (iv) to waive and release any and all rights of dissent or appraisal under
the Delaware General Corporation Law in connection with the MDC Merger (the foregoing (i) – (iv), the “Consent and Waiver”).
In connection with such Consent and Waiver, the Issuer and the Holders agreed, among other things, subject to the closing of the Contemplated Stagwell Transaction (the “Preferred
Closing Date”):
|
(i)
|
that the combined company which results from the redomiciliation, business combinations and related transactions under the Contemplated Stagwell
Transaction (the “Combined Company”) will redeem $30 million of existing Preference Shares held by the Holders (which at the time of the redemption will be Series 4 Convertible Preferred Stock of the Combined Company) in exchange
for, either (A) $25 million in cash or (B) a $25 million subordinated loan with a 3-year maturity which will accrue interest at 8.0% per annum and will be
pre-payable at any time at par without penalty (the “Redemption”),
|
|
(ii)
|
that the Holders’ existing Preference Shares not subject to the Redemption will be exchanged for the same number of shares of Series 8 Convertible
Preferred Stock of the Combined Company (“Series 8 Preference Shares”) with such Series 8 Preference Shares having similar terms as the existing Preference Shares except that the Series 8 Preference Shares will have (A) a reduced conversion price of $5.00 compared to $7.42 under the existing Preferred Shares, (B) an extended accretion for approximately two years with a liquidation preference accruing at 8.0% until March
7, 2022, at 6.0% from and after March 8, 2022, and at 0% from and after March 15, 2024, and (C) certain rights the existing Preferred Shares have pursuant to the Articles of Amendment and under the Canada Business Corporations Act, and
|
|
(iii)
|
the Purchase Agreement would be amended, among other things, to preserve the rights of the Holders following the Redemption and the consummation of the
Contemplated Stagwell Transaction.
|
References to and descriptions of the Consent Agreement set forth above in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the
full text of the Consent Agreement, which is attached as Exhibit 1 hereto and incorporated herein by this reference. Capitalized terms used and not defined in this Section shall have the meanings given to them in the Consent Agreement.”
.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
This Amendment amends and restates the second paragraph of Item 5 through the fifth paragraph of Item 5 of the Original Schedule 13D in its entirety as set forth below:
“(a)-(b) The following disclosure assumes there are 91,475,015.72 Class A Shares of the Issuer outstanding which includes (i) 73,722,720 Class A Shares outstanding as
provided on the Issuer’s Form 10-K, filed on March 16, 2021 and (ii) 17,752,295.72 Class A Shares of the Issuer deliverable upon conversion of the Preference Shares reported herein.
As of April 21, 2021, GS Group and Goldman Sachs may be deemed to share beneficial ownership of (i) 17,752,295.72 Class A Shares of the Issuer deliverable upon conversion of the Preference Shares
reported herein and (ii) 7,677.33 Class A Shares acquired by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities, representing approximately 19.42% of the total number of Class A
Shares.
Pursuant to Rule 13d-3 under the Act, as of April 21, 2021, GS Group and Goldman Sachs may be deemed to share beneficial ownership of 17,752,295.72 Class A Shares, consisting of (i) 14,762,435.39 Class A Shares (deliverable to BSPI upon conversion of the Preference Shares directly held by BSPI as reported herein) and (ii) 2,989,860.33 Class A Shares (deliverable to the
Employee Funds upon conversion of the Preference Shares directly held by the Employee Funds as reported herein), collectively representing approximately 19.41% of the outstanding Class A Shares.
Pursuant to Rule 13d-3 under the Act, as of April 21, 2021, the Reporting Persons may be deemed to share beneficial ownership, of 17,752,295.72 Class A Shares (deliverable to
BSPI and the Employee Funds upon conversion of the Preference Shar
es directly held by BSPI and the Employee Funds), which constitutes approximately 19.41% of the outstanding Class A Shares.”
This Amendment amends and restates the thirteenth paragraph of Item 5 of the Original Schedule 13D in its entirety as set forth below:
“No transactions in the Class A Shares were effected by any Reporting Person or, to the knowledge of the Reporting Persons, any of the persons listed on Schedule I, Schedule
II-A or Schedule II-B, during the sixty day period from February 20, 2021 through April 21, 2021.”
.
The disclosure set forth under Item 4 of this Amendment is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
|
Exhibit No.
|
Description
|
|
99.2
|
Power of Attorney, relating to The Goldman Sachs Group, Inc. (filed herewith).
|
|
99.3
|
Power of Attorney, relating to Goldman Sachs & Co. LLC (filed herewith).
|
|
99.4
|
Power of Attorney, relating to Broad Street Principal Investments, L.L.C. (filed herewith).
|
|
99.5
|
Power of Attorney, relating to StoneBridge 2017, L.P. (filed herewith).
|
|
99.6
|
Power of Attorney, relating to StoneBridge 2017 Offshore, L.P. (filed herewith).
|
|
99.7
|
Power of Attorney, relating to Bridge Street Opportunity Advisors, L.L.C. (filed herewith).
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: April 23, 2021
|
The Goldman Sachs Group, Inc.
|
|||
|
|
By:
|
/s/ Jamison Yardley
|
|
| Name: |
Jamison Yardley
|
||
| Title: |
Attorney in Fact
|
||
|
Goldman Sachs & Co. LLC
|
|||
|
|
By:
|
/s/ Jamison Yardley
|
|
| Name: |
Jamison Yardley
|
||
| Title: |
Attorney in Fact
|
||
|
Broad Street Principal Investments, L.L.C.
|
|||
|
|
By:
|
/s/ Jamison Yardley
|
|
| Name: |
Jamison Yardley
|
||
| Title: |
Attorney in Fact
|
||
|
StoneBridge 2017, L.P
|
|||
| By: |
Bridge Street Opportunity Advisors, L.L.C.
its General Partner
|
||
|
|
By:
|
/s/ Jamison Yardley
|
|
| Name: |
Jamison Yardley
|
||
| Title: |
Attorney in Fact
|
||
|
StoneBridge 2017 Offshore, L.P.
|
|||
| By: |
Bridge Street Opportunity Advisors, L.L.C.
its General Partner
|
||
|
|
By:
|
/s/ Jamison Yardley
|
|
| Name: |
Jamison Yardley
|
||
| Title: |
Attorney in Fact
|
||
|
Bridge Street Opportunity Advisors, L.L.C.
|
|||
|
|
By:
|
/s/ Jamison Yardley
|
|
| Name: |
Jamison Yardley
|
||
| Title: |
Attorney in Fact
|
||
SCHEDULE I
The name of each director and executive officer of The Goldman Sachs Group, Inc. is set forth below.
The business address of each person listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282.
Each person is a citizen of the United States of America except for Lakshmi N. Mittal, who is a citizen of India, and Mark O. Winkelman, who is a citizen of the Netherlands. Adebayo O.
Ogunlesi is also a citizen of Nigeria. The present principal occupation or employment of each of the listed persons is set forth below.
|
Name
|
Present Principal Occupation
|
|
David M. Solomon
|
Chairman and Chief Executive Officer of The Goldman Sachs Group, Inc.
|
|
M. Michele Burns
|
Former Chairman and Chief Executive Officer, Mercer LLC; Former Chief Financial Officer of each of: Marsh & McLennan Companies, Inc., Mirant Corp. and Delta Air Lines, Inc.
|
|
Drew G. Faust
|
Professor and Former President of Harvard University
|
|
Mark A. Flaherty
|
Former Vice Chairman, Wellington Management Company
|
|
Sheara J. Fredman
|
Chief Accounting Officer of The Goldman Sachs Group, Inc.
|
|
Elizabeth M. Hammack
|
Global Treasurer of The Goldman Sachs Group, Inc.
|
|
Ellen J. Kullman
|
President and Chief Executive Officer of Carbon, Inc.; Former Chair and Chief Executive Officer of E.I. du Pont de Nemours and Company
|
|
Brian J. Lee
|
Chief Risk Officer of The Goldman Sachs Group, Inc.
|
|
Lakshmi N. Mittal
|
Chairman and Chief Executive Officer of ArcelorMittal S.A.
|
|
Adebayo O. Ogunlesi
|
Chairman and Managing Partner of Global Infrastructure Partners
|
|
Peter Oppenheimer
|
Former Senior Vice President and Chief Financial Officer of Apple, Inc.
|
|
John F.W. Rogers
|
Executive Vice President of The Goldman Sachs Group, Inc.
|
|
Stephen M. Scherr
|
Chief Financial Officer of The Goldman Sachs Group, Inc.
|
|
Kathryn H. Ruemmler
|
Executive Vice President, Chief Legal Officer and General Counsel of The Goldman Sachs Group, Inc.
|
SCHEDULE II-A
The name and principal occupation of each member of the Goldman Sachs Merchant Banking Corporate Investment Committee, which exercises the authority of Goldman Sachs & Co. LLC in managing BSPI,
SB Employee Fund, SB Employee Fund Offshore and Bridge Street are set forth below.
The business address for each member listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, except as follows: The business address of Joe DiSabato is 555
California Street, 45th Floor, San Francisco, CA 94104. The business address of each of Michael Bruun, James Reynolds, Michele Titi-Cappelli and Jose Barreto is Plumtree Court, 25 Shoe Lane, London EC4A 4AU, England. The business address of
each of Stephanie Hui and Michael Hui is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong. The business address for Xiang Fan is Winland International Center, 7 Finance Street, Xicheng District, Beijing 100033, People’s
Republic of China.
All members listed below are United States citizens, except as follows: Stephanie Hui and Julian Salisbury are citizens of the United Kingdom; James Reynolds is a citizen of France; Adrian M. Jones
is a citizen of Ireland; Nicole Agnew and Chris Kojima are citizens of Canada; Michele Titi-Cappelli is a citizen of Italy; Xiang Fan is a citizen of the People’s Republic of China and Michael Hui is a citizen of the People’s Republic of
China (Hong Kong permanent resident); Jose Barreto is a citizen of Portugal; and Michael Bruun is a citizen of Denmark.
|
Name
|
Present Principal Occupation
|
|
Richard A. Friedman
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Nicole Agnew
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Michael Bruun
|
Managing Director of Goldman Sachs International
|
|
Thomas G. Connolly
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Christopher A. Crampton
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Joe DiSabato
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Charles H. Gailliot
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Bradley J. Gross
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Stephanie Hui
|
Managing Director of Goldman Sachs (Asia) L.L.C.
|
|
Adrian M. Jones
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Michael E. Koester
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Scott Lebovitz
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Jo Natauri
|
Managing Director of Goldman Sachs & Co. LLC
|
|
James Reynolds
|
Managing Director of Goldman Sachs International
|
|
David Thomas
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Anthony Arnold
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Michele Titi-Cappelli
|
Managing Director of Goldman Sachs International
|
|
Laurie Schmidt
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Xiang Fan
|
Managing Director of Goldman Sachs (Asia) L.L.C.
|
|
Milton Millman
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Julian Salisbury
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Chris Kojima
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Harvey Shapiro
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Danielle Natoli
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Carmine Venezia
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Thomas McAndrew
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Kenneth Pontarelli
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Michael Hui
|
Managing Director of Goldman Sachs (Asia) L.L.C.
|
|
Jose Baretto
|
Managing Director of Goldman Sachs International
|
|
Leonard Seevers
|
Managing Director of Goldman Sachs & Co. LLC
|
SCHEDULE II-B
The name, position and present principal occupation of each executive officer of (i) BSPI, and (ii) Bridge Street, the general partner of each of SB Employee Fund and SB Employee
Fund Offshore, are set forth below.
The business address for all the executive officers listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, except as follows: The business
address of each of Philippe Camu, James H. Reynolds, Matteo Botto Poala, Michael Bruun, Alex Mignotte, Ana Estrada Lopez, Amitayush Bahri, Richard Spencer, Mike Ebeling, Matthias Hieber, Michele Titi-Cappelli, Maximilliano Ramirez-Espain, Tim
Campbell, Emilie Railhac, James Garman and Heather Mulahasani is Plumtree Court, 25 Shoe Lane, London EC4A 4AU, England. The business address of each of Stephanie Hui, Michael Hui and Jay Hyun Lee is Cheung Kong Center, 68th Floor, 2 Queens Road,
Central, Hong Kong. The business address of each of Joseph P. DiSabato, Mark Midle, Jason Kreuziger, and David Campbell is 555 California Street, San Francisco, CA 94104. The business address of each of Michael Watts, Chance Monroe, Kyle
Kendall, James Huckaby, Clayton Wilmer and Daniel Farrar is 2001 Ross Avenue, Suite 2800, Dallas, TX 75201. The business address of each of Xiang Fan and Bin Zhu is Winland International Center, 7 Finance Street, Xicheng District, Beijing 100033,
People’s Republic of China. The business address of Johanna Volpi is 30 Hudson Street, Jersey City, NJ 07302. The business address of Cristiano Camargo is Rua Leopoldo Couto Magalhaes Junior 700, 16 andar, Itaimi Bibi, 04542-000 Sao Paulo-SP,
Brazil.
All executive officers listed below are United States citizens, except as follows: James H. Reynolds, Alex Mignotte, Emilie Railhac and Cedric Lucas are citizens of France; Adrian M.
Jones is a citizen of Ireland; Mike Ebeling is a citizen of Germany; Anthony Arnold, Tim Campbell, James Garman, Heather Mulahasani, Richard Spencer and Stephanie Hui are citizens of the United Kingdom; Philippe Camu is a citizen of Belgium;
Matteo Botto Poala and Michele Titi-Cappelli are citizens of Italy; Maximilliano Ramirez-Espain and Ana Estrada Lopez are citizens of Spain, Michael Bruun is a citizen of Denmark; Beat Cabiallavetta is a citizen of Switzerland; Harsh Nanda and
Amitayush Bahri are citizens of India, David Campbell is a citizen of Australia, Nicole Agnew and Sebastien Gagnon are citizens of Canada, Matthias Hieber is a citizen of Austria, Cristiano Camargo is a citizen of Brazil, Xiang Fan is a citizen
of the People’s Republic of China and Michael Hui and Bin Zhu are citizens of the People’s Republic of China (Hong Kong permanent resident). Jay Hyun Lee is a citizen of the Republic of Korea.
|
Name
|
Position
|
Present Principal Occupation
|
|
Richard A. Friedman
|
President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Philippe Camu
|
Vice President
|
Managing Director of Goldman Sachs International
|
|
Thomas G. Connolly
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Joseph P. DiSabato
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
James R. Garman
|
Vice President
|
Managing Director of Goldman Sachs International
|
|
Bradley J. Gross
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Matthias Hieber
|
Vice President
|
Managing Director of Goldman Sachs International
|
|
Stephanie Hui
|
Vice President
|
Managing Director of Goldman Sachs (Asia) L.L.C.
|
|
Adrian M. Jones
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Alan Kava
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Michael E. Koester
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Scott Lebovitz
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Heather L. Mulahasani
|
Vice President
|
Managing Director of Goldman Sachs International
|
|
James H. Reynolds
|
Vice President
|
Managing Director of Goldman Sachs International
|
|
Richard Spencer
|
Vice President
|
Managing Director of Goldman Sachs International
|
|
Peter A. Weidman
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Nicole Agnew
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Kirsten Anthony
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Anthony Arnold
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Amitayush Bahri
|
Vice President
|
Managing Director of Goldman Sachs International
|
|
Allison Beller
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Matteo Botto Poala
|
Vice President
|
Managing Director of Goldman Sachs International
|
|
Michael Bruun
|
Vice President
|
Managing Director of Goldman Sachs International
|
|
Cristiano Camargo
|
Vice President
|
Managing Director of Goldman Sachs do Brasil Banco Múltiplo S.A.
|
|
David Campbell
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Tim Campbell
|
Vice President
|
Managing Director of Goldman Sachs International
|
|
David Castelblanco
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Christopher A. Crampton
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Alexander Cheek
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Mike Ebeling
|
Vice President
|
Managing Director of Goldman Sachs International
|
|
Xiang Fan
|
Vice President
|
Managing Director of Goldman Sachs (Asia) L.L.C.
|
|
Jeffrey M. Fine
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Charles H. Gailliot
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Ana Estrada Lopez
|
Vice President
|
Managing Director of Goldman Sachs International
|
|
James Huckaby
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Michael Hui
|
Vice President
|
Managing Director of Goldman Sachs (Asia) L.L.C.
|
|
Jonathan Hunt
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Kyle Kendall
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Jay Hyun Lee
|
Vice President
|
Managing Director of Goldman Sachs (Asia) L.L.C.
|
|
Lee Levy
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Alexandre Mignotte
|
Vice President
|
Managing Director of Goldman Sachs International
|
|
Christopher Monroe
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Harsh Nanda
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Emilie Railhac
|
Vice President
|
Managing Director of Goldman Sachs International
|
|
Andrew Rhee
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Leonard Seevers
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Gabriella Skirnick
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Michele Titi-Cappelli
|
Vice President
|
Managing Director of Goldman Sachs International
|
|
Peter Vermette
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Mark Wetzel
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Bin Zhu
|
Vice President
|
Managing Director of Goldman Sachs (Asia) L.L.C.
|
|
Maximilliano Ramirez-Espain
|
Vice President
|
Managing Director of Goldman Sachs International
|
|
Michael Watts
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Laurie E. Schmidt
|
Vice President and Treasurer
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Susan Hodgkinson
|
Vice President and Secretary
|
Managing Director of Goldman Sachs & Co. LLC
|
<
/tr>
|
William Y Eng
|
Vice President
|
Vice President of Goldman Sachs & Co. LLC
|
|
Scott Kilpatrick
|
Vice President
|
Vice President of Goldman Sachs & Co. LLC
|
|
Clayton Wilmer
|
Vice President
|
Vice President of Goldman Sachs & Co. LLC
|
|
Wei Yan
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Carey Ziegler
|
Vice President
|
Vice President of Goldman Sachs & Co. LLC
|
|
David Thomas
|
Vice President, Assistant Secretary & General Counsel
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Harvey Shapiro
|
Vice President & Assistant Treasurer
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Johanna Volpi
|
Vice President & Assistant Treasurer
|
Vice President of Goldman Sachs & Co. LLC
|
|
Daniel Farrar
|
Vice President & Assistant Treasurer
|
Vice President of Goldman Sachs & Co. LLC
|
|
Michael J. Perloff
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Getty Chin
|
Assistant Treasurer
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Kirsten Frivold Imohiosen
|
Vice President & Assistant Treasurer
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Alex Chi
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Vice President
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Managing Director of Goldman Sachs & Co. LLC
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|
Jo Natauri
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Omar Chaudhary
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
William Chen
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Cedric Lucas
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Brady Schuck
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Kerri Bagnaturo
|
Vice President
|
Vice President of Goldman Sachs & Co. LLC
|
|
Kenneth Pontarelli
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Mark Midle
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Jason Kreuziger
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Darren Cohen
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Hillel Moerman
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Antoine Munfa
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Ashwin Gupta
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Holger Staude
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Jeffrey Bernstein
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Sebastien Gagnon
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Cleaver Sower
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Patrick Armstrong
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Lee Becker
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Beat Cab
iallavetta
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Vice President
|
Managing Director of Goldman Sachs & Co. LLC
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|
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SCHEDULE III
The U.S. Securities and Exchange Commission (the “SEC”) has alleged that Goldman Sachs & Co. LLC (“Goldman Sachs”) violated Regulation SHO under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) by improperly relying on Goldman Sachs’s automated locate function in the order management system without having confirmed the availability of the securities to be located. In addition, the SEC alleged that
Goldman Sachs employees did not provide sufficient and accurate information with respect to these locates in Goldman Sachs’s locate log, which must reflect the basis upon which Goldman Sachs provided the locates. The SEC alleged that Goldman Sachs
willfully violated Rule 203(b)(1) of Regulation SHO and Section 17(a) of the Exchange Act. Without admitting or denying the violations, Goldman Sachs consented to the entry by the SEC of an Order Instituting Administrative and Cease-and-Desist
Proceedings, pursuant to Sections 15(b) and 21C of the Exchange Act, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (Release No. 34-76899, Jan. 14, 2016). Pursuant to the Order, Goldman Sachs must cease and desist
from committing or causing any violations and any future violations of Rule 203(b)(1) of Regulation SHO, and any violations and any future violations of Section 17(a) of the Exchange Act and Rule 203(b)(1)(iii) thereunder relating to short sale
locate records. Also pursuant to the Order, Goldman Sachs was censured and paid a civil money penalty in the amount of $15,000,000 on January 20, 2016. The SEC stated that, in determining to accept Goldman Sachs’s offer of settlement, it considered
certain remedial acts taken by Goldman Sachs.
On October 22, 2020, The Goldman Sachs Group, Inc. (“GS Group”) entered into an order instituting cease and desist proceedings with the SEC, which alleged GS Group failed to reasonably
maintain a sufficient system of internal accounting controls between 2012 and 2015 with respect to the process by which it reviewed and approved the commitment of firm capital in large, significant and complex transitions, such as the three bond
offerings for 1Malaysia Development Berhad (“1MBD”), and that documentation prepared in connection with the 1MDB transactions did not accurately reflect certain aspects of the bond offerings, including the involvement of a third party
intermediary in the offerings. GS Group has agreed to pay a civil money penalty in the amount of $400,000,000 and disgorgement of $606,300,000.