Prior to the offerings, there has been no public market for our common stock. Future sales of substantial amounts of common stock in the public market, or the perception that such sales may occur, could adversely affect the prevailing market price of the common stock. Upon completion of the offerings, there will be 467,271,909 shares of common stock outstanding, including 30,025,946 shares of common stock underlying the restricted stock units awarded based on a formula but excluding 7,440,362 shares of nonvoting common stock. Of these shares, 69,000,000 shares of common stock sold in the offerings will be freely transferable without restriction or further registration under the Securities Act of 1933. Of the remaining 398,271,909 shares of common stock outstanding:

• 264,882,840 shares held by the managing directors who were profit participating limited partners will not be transferable until on or after the third anniversary of the date of the consummation of the offerings, unless these restrictions are waived, and will also be subject to the underwriters' lock-up described below. See "Certain Relationships and Related Transactions — Shareholders' Agreement";
  

• 21,425,052 shares will be held by Sumitomo Bank Capital Markets, Inc. and, together with the 7,440,362 shares of nonvoting common stock that it will hold, will be transferable only as described under "— Sumitomo Bank Capital Markets, Inc. and Kamehameha Activities Association Registration Rights", unless these restrictions are waived by our board of directors. All of these shares will also be subject to the underwriters' lock-up described below;
  

• 21,975,421 shares will be held by Kamehameha Activities Association and will be transferable only as described under "— Sumitomo Bank Capital Markets, Inc. and Kamehameha Activities Association Registration Rights", unless these restrictions are waived by our board of directors. All of these shares will also be subject to the underwriters' lock-up described below;
  

• 47,270,551 shares will be held by the retired limited partners, of which 101,878 shares will be subject only to the underwriters' lock-up described below, 31,099,839 shares will be transferable beginning one year after the date of the consummation of the offerings, and the remainder of which will be transferable beginning three years after the date of the consummation of the offerings, unless these restrictions are waived. All of these shares are also subject to the underwriters' lock-up described below;
  

• 12,555,866 shares held by the defined contribution plan will not be distributable to the plan participants until on or about the third, fourth and fifth anniversaries of the date of the initial contribution, assuming the relevant conditions have been satisfied. See "Management — The Employee Initial Public Offering Awards" for a description of the defined contribution plan;
  

• 30,025,946 shares of common stock underlying the restricted stock units awarded based on a formula generally will be deliverable beginning on or about the first anniversary of the date of the consummation of the offerings, assuming the relevant conditions are satisfied, as described in "Management — The Employee Initial Public Offering Awards — Formula Awards"; and
  

• 136,233 shares of common stock held by the managing directors who were profit participating limited partners will be subject to the underwriters' lock-up described below and will be eligible for resale pursuant to Rule 144 after one year as described below.
  

Goldman Sachs, Sumitomo Bank Capital Markets, Inc., Kamehameha Activities Association, the parties to the shareholders' agreement, including all of the directors and executive officers of The Goldman Sachs Group, Inc., and the retired limited partners have agreed not to dispose of or hedge any of their common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of Goldman, Sachs & Co. This agreement does not apply to the shares of common stock underlying any of the restricted stock units awarded based on a formula, or the restricted stock units awarded on a discretionary basis, the options to purchase shares of common stock awarded on a discretionary basis or accounts in the defined contribution plan, in each case, received by non-managing directors or to any future awards made under the stock incentive plan.

We intend to file a registration statement with the SEC in order to register the reoffer and resale of the shares of common stock issued pursuant to the defined contribution plan, restricted stock units awarded based on a formula, restricted stock units awarded on a discretionary basis and options to purchase shares of common stock awarded on a discretionary basis. As a result, any shares of common stock delivered under these awards will, subject to any restrictions under the shareholders' agreement, be freely transferable to the public unless the shares of common stock are acquired by an "affiliate" of Goldman Sachs. Any shares of common stock acquired by an "affiliate" of Goldman Sachs will be transferable to the public in accordance with the SEC's Rule 144.

The shares of common stock received by the managing directors who were profit participating limited partners, Sumitomo Bank Capital Markets, Inc. and Kamehameha Activities Association will constitute "restricted securities" for purposes of the Securities Act of 1933. As a result, absent registration under the Securities Act of 1933 or compliance with Rule 144 thereunder or an exemption therefrom, these shares of common stock will not be freely transferable to the public. For a description of the registration rights granted to Sumitomo Bank Capital Markets, Inc. and Kamehameha Activities Association and the restrictions on the transfer of their shares of common stock, see "— Sumitomo Bank Capital Markets, Inc. and Kamehameha Activities Association Registration Rights" below and for a description of the registration rights that may be granted to the managing directors who were profit participating limited partners, see "— Other Registration Rights" below.

In general, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated), including an affiliate, who beneficially owns "restricted securities" may not sell those securities until they have been beneficially owned for at least one year. Thereafter, the person would be entitled to sell within any three-month period a number of shares that does not exceed the greater of:

• 1% of the number of shares of common stock then outstanding (which will equal approximately 4,372,460 shares immediately after the offerings); or
  

• the average weekly trading volume of the common stock on the NYSE during the four calendar weeks preceding the filing with the SEC of a notice on the SEC's Form 144 with respect to such sale.
  

Under Rule 144(k), a person who is not, and has not been at any time during the 90 days preceding a sale, an affiliate of Goldman Sachs and who has beneficially owned the shares proposed to be sold for at least two years (including the holding period of any prior owner except an affiliate) is entitled to sell such shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144. While the shares of common stock received by the retired limited partners will constitute "restricted securities", these shares will be freely transferable by the retired limited partners in accordance with Rule 144(k) upon the lapse or waiver of the transfer restrictions described above.

Goldman Sachs is a party to agreements with Sumitomo Bank Capital Markets, Inc. and The Sumitomo Bank, Limited under which Sumitomo Bank Capital Markets, Inc. and The Sumitomo Bank, Limited may require Goldman Sachs to register under the Securities Act of 1933 certain of Sumitomo Bank Capital Markets, Inc.'s shares of common stock, which includes shares of common stock receivable upon the conversion of the nonvoting common stock. Goldman Sachs is a party to similar agreements with Kamehameha Activities Association.

Except for certain transfers to wholly owned subsidiaries, each registration rights holder has agreed that it will only dispose of common stock (i) by means of a widely dispersed underwritten public offering and (ii) pursuant to the exercise of the registration rights set forth below.

Each registration rights holder has the right:

• on up to ten occasions (but not more than twice every 12 months) to require Goldman Sachs to register shares of common stock under the Securities Act of 1933; and
  

• to include its shares of common stock in any registered public offering in which the managing directors participate.
  

• In each 12-month period following the first and second anniversary of the date of the consummation of the offerings, up to 20% of the shares of common stock received by such registration rights holder in the incorporation transactions (such holder's "original block"); and
  

• With the consent of Goldman Sachs, common stock constituting up to an additional 13 1/3% of such holder's original block.
  

These rights are not available for nonvoting common stock.

In addition to the rights described above, each registration rights holder will also be entitled to sell additional shares of common stock to the extent that managing directors who were profit participating limited partners sell shares of common stock in an amount which in any one year period following the offerings represents, in the aggregate, a greater percentage of the number of shares of common stock issued to these managing directors in the incorporation transactions than the percentages specified above (i.e., 0% during year one, 20% during years two and three, and 33 1/3% thereafter). The exercise by the registration rights holders of their respective rights under their registration rights agreement may, if we determine that such exercise would interfere with a public offering by us, be delayed by us for up to 90 days.

Goldman Sachs has agreed to bear certain customary expenses associated with the offering of common stock by Sumitomo Bank Capital Markets, Inc. and Kamehameha Activities Association. Thereafter, the registration rights agreements provide that the expenses of an offering of common stock are generally the responsibility of each participating registration rights holder selling common stock, apportioned on a pro rata basis. Under the registration rights agreements, Goldman Sachs has agreed to indemnify each participating registration rights holder against certain liabilities, including those arising under the Securities Act of 1933.

The registration rights agreements also provide that if Goldman Sachs makes a general offer to purchase shares of common stock held by the managing directors who were profit participating limited partners, then a registration rights holder will be permitted to participate in such transaction on a pro rata basis with these managing directors. In addition, a registration rights holder may tender its shares of common stock in any tender or exchange offer recommended for approval by our board of directors (or as to which our board of directors makes no recommendation).

The managing directors who were profit participating limited partners are not being granted the right to require Goldman Sachs to register the shares of common stock that they received in connection with the incorporation transactions under the Securities Act of 1933. However, the plan of incorporation and our charter permit our board of directors to grant registration rights to these managing directors. As a result, the board of directors may at any time and from time to time grant registration rights to these managing directors.

The ability of our board of directors to grant registration rights to the managing directors who were profit participating limited partners, together with the ability of the Shareholders' Committee under the shareholders' agreement to waive the transfer restrictions related to the managing directors who were profit participating limited partners thereunder and under the plan of incorporation, could, if exercised, permit these managing directors to sell significant amounts of common stock at any time following the expiration of the underwriters' lock-up. See "Risk Factors — Our Share Price May Decline Due to the Large Number of Shares Eligible for Future Sale" for a further discussion of the risks associated with these actions.

Previous page

Return to table of contents

Next page