Sec Form 13D Filing - GOLDMAN SACHS GROUP INC (GS) filing for STAGWELL INC (STGW) - 2023-06-08

Insider filing report for Changes in Beneficial Ownership

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  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 9)*

STAGWELL INC.

(Name of Issuer)

Class A Common Stock

(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

June 6, 2023
(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
 
 
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
 
 
16,856,440 (See Items 3, 4 and 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
16,856,440 (See Items 3, 4 and 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
16,856,440 (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)
 
 
14.7% (See Item 5)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
HC-CO
 
 
 
 




CUSIP No. 552697104
SCHEDULE 13D
Page 3 of 17 Pages

1
NAMES OF REPORTING PERSONS
 
 
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
 
 
16,856,440 (See Items 3, 4 and 5)*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
16,856,440 (See Items 3, 4 and 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
16,856,440 (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)
 
 
14.7% (See Item 5)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
BD-IA
 
 
 
 





CUSIP No. 552697104
SCHEDULE 13D
Page 4 of 17 Pages

1
NAMES OF REPORTING PERSONS
 
 
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
 
 
16,847,220 (See Items 3, 4 and 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
16,847,220 (See Items 3, 4 and 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
16,847,220 (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)
 
 
14.7% (See Item 5)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

 



CUSIP No. 552697104
SCHEDULE 13D
Page 5 of 17 Pages

1
NAMES OF REPORTING PERSONS
 
 
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
 
 
16,847,220 (See Items 3, 4 and 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
16,847,220 (See Items 3, 4 and 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
16,847,220 (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)
 
 
14.7% (See Item 5)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 




CUSIP No. 552697104
SCHEDULE 13D
Page 6 of 17 Pages

1
NAMES OF REPORTING PERSONS
 
 
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
 
 
16,847,220 (See Items 3, 4 and 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
16,847,220 (See Items 3, 4 and 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
16,847,220 (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)
 
 
14.7% (See Item 5)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 




CUSIP No. 552697104
SCHEDULE 13D
Page 7 of 17 Pages

1
NAMES OF REPORTING PERSONS
 
 
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
 
 
16,847,220 (See Items 3, 4 and 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
16,847,220 (See Items 3, 4 and 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
16,847,220 (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)
 
 
14.7% (See Item 5)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 





This Amendment No. 9 (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, Amendment No. 3 filed by the Reporting Persons on December 23, 2020,  Amendment No. 4 filed by the Reporting Persons on April 21, 2021, Amendment No. 5 filed by the Reporting Persons on July 13, 2021, Amendment No. 6 filed by the Reporting Persons on August 4, 2021, Amendment No. 7 filed by the Reporting Persons on November 8, 2021 and Amendment No. 8 filed by the Reporting Persons on March 14, 2023  (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. 9 is being filed by the Reporting Persons on a voluntary basis solely to disclose a change in the Reporting Persons’ percentage beneficial ownership of the outstanding Class A Shares of the Issuer as a result of the Issuer’s repurchase of approximately 8.1% of its outstanding Class A Shares. On May 23, 2023, the Issuer completed the repurchase of 23,328,154 shares of its Class A Shares from affiliates of AlpInvest Partners B.V. for $6.43 per share and retired such repurchased shares (the “AlpInvest Repurchase”) pursuant to a Stock Repurchase Agreement, dated as of May 9, 2023, by and between the Issuer and certain selling stockholders. Following the AlpInvest Repurchase, there were 114,497,949 Class A Shares of the Issuer outstanding, as well as 151,648741 shares of the Issuer’s Class C common stock, par value $0.000001 per share.

As disclosed herein, each Reporting Person’s percentage beneficial ownership of the Class A Shares of the Issuer gives effect to the reduction in the outstanding number of Class A Shares of the Issuer effected by the AlpInvest Repurchase.

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 5. Interest in 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 114,497,949 Class A Shares of the Issuer outstanding as of May 23, 2023, as reported on the Issuer’s Form 8-K, filed on May 23, 2023 and all percentages presented herein are based thereon.
As of June 6, 2023, GS Group and Goldman Sachs may be deemed to share beneficial ownership of 16,856,440 Class A Shares of the Issuer (representing approximately 14.7% of the total number of Class A Shares), which number includes 9,220 Class A Shares acquired by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities and 16,847,220 Class A Shares directly held by BSPI and the Employee Funds. The other Reporting Persons may be deemed to share beneficial ownership of the 16,847,220 Class A Shares of the Issuer (representing approximately 14.7% of the total number of Class A Shares) directly held by BSPI and the Employee Funds.”

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 April 7, 2023 through June 6, 2023, except for internal transfers.”



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: June 8, 2023


 
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, Mark O. Winkelman, who is a citizen of the Netherlands, Philip R. Berlinski is also a citizen of Belgium and the United Kingdom, and 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.
Philip R. Berlinski
Global Treasurer 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.
Denis P. Coleman III
Chief Financial Officer of The Goldman Sachs Group, Inc.
Mark A. Flaherty
Former Vice Chairman, Wellington Management Company
Sheara J. Fredman
Chief Accounting Officer of The Goldman Sachs Group, Inc.
Kimberley D. Harris
Executive Vice President of Comcast Corporation; Executive Vice President and General Counsel of NBCUniversal
Kevin Johnson
Former President and Chief Executive Officer, Starbucks Corporation
Ellen J. Kullman
Executive Chair, Carbon, Inc.
Brian J. Lee
Chief Risk Officer of The Goldman Sachs Group, Inc.
Lakshmi N. Mittal
Executive Chairman of ArcelorMittal S.A.
Adebayo O. Ogunlesi 
Chairman and Chief Executive Officer 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.
Kathryn H. Ruemmler
Chief Legal Officer and General Counsel of The Goldman Sachs Group, Inc.
Ericka T. Leslie
Chief Administrative Officer of The Goldman Sachs Group, Inc.
Jan E. Tighe
Former Vice Admiral, United States Navy
Jessica R. Uhl
Former Chief Financial Officer of Shell plc
David A. Viniar
Former Chief Financial Officer of The Goldman Sachs Group, Inc.
John E. Waldron
President and Chief Operating Officer of The Goldman Sachs Group, Inc.





SCHEDULE II-A

The name and principal occupation of each member of the Goldman Sachs Asset Management 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.

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, Chris Kojima and Gregory Olafson are citizens of Canada; Michele Titi-Cappelli is a citizen of Italy and Michael Hui is a citizen of the People’s Republic of China (Hong Kong permanent resident); Harsh Nanda is a citizen of India; 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
Joe DiSabato 
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
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
Harsh Nanda
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
Beat Cabiallavetta
Managing Director of Goldman Sachs & Co. LLC
Julian Salisbury
Managing Director of Goldman Sachs & Co. LLC
Maxine Sleeper
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
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
Gregory Olafson
Managing Director of Goldman Sachs & Co. LLC
Tamilla Ghodsi
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 Joseph P. DiSabato, Jason Kreuziger, and David Campbell is 555 California Street, San Francisco, CA 94104.  The business address of each of Oksana Beard, David Bell, Justin Betzen, Katherine Bloom, Michael Watts, Christopher (Chance) Monroe, Christopher Nelson, Clayton Wilmer and Daniel Farrar is 2001 Ross Avenue, Suite 2800, Dallas, TX 75201. The business address of Johanna Volpi is 30 Hudson Street, Jersey City, NJ 07302. The business address of each of David Miller, Taylor Mefford and Gregory Watts is 11605 Haynes Bridge Rd. Suite 695, Alpharetta, GA 30009. The business address of Ryan Flanagan is 8105 Irvine Center Dr #560, Irvine, CA 92618.

All executive officers listed below are United States citizens, except as follows: Cedric Lucas is a citizen of France; Adrian M. Jones is a citizen of Ireland; Anthony Arnold is a citizen of the United Kingdom; Beat Cabiallavetta is a citizen of Switzerland; Harsh Nanda is a citizen of India, David Campbell is a citizen of Australia; Nicole Agnew, Gregory Olafson, Chris Kojima and Sebastien Gagnon are citizens of Canada.


NAME
POSITION
PRESENT PRINCIPAL OCCUPATION
Richard A. Friedman
President
Managing Director of Goldman Sachs & Co. LLC
Nicole Agnew
Vice President
Managing Director of Goldman Sachs & Co. LLC
Anthony Arnold
Vice President
Managing Director of Goldman Sachs & Co. LLC
Alex Chi
Vice President
Managing Director of Goldman Sachs & Co. LLC
Darren Cohen
Vice President
Managing Director of Goldman Sachs & Co. LLC
Joseph P. DiSabato
Vice President
Managing Director of Goldman Sachs & Co. LLC
Jeffrey M. Fine
Vice President
Managing Director of Goldman Sachs & Co. LLC
Bradley J. Gross
Vice President
Managing Director of Goldman Sachs & Co. LLC
Adrian M. Jones
Vice President
Managing Director of Goldman Sachs & Co. LLC
Scott Lebovitz
Vice President
Managing Director of Goldman Sachs & Co. LLC
David Miller
Vice President
Managing Director of Goldman Sachs & Co. LLC
Hillel Moerman
Vice President
Managing Director of Goldman Sachs & Co. LLC
Jo Natauri
Vice President
Managing Director of Goldman Sachs & Co. LLC
Gregory Olafson
Vice President
Managing Director of Goldman Sachs & Co. LLC
Kenneth Pontarelli
Vice President
Managing Director of Goldman Sachs & Co. LLC
Laurie E. Schmidt
Vice President & Treasurer
Managing Director of Goldman Sachs & Co. LLC
Leonard Seevers
Vice President
Managing Director of Goldman Sachs & Co. LLC
Michael Ungari
Vice President
Managing Director of Goldman Sachs & Co. LLC
Vikas Agrawal
Vice President
Managing Director of Goldman Sachs & Co. LLC
Daniel Alger
Vice President
Managing Director of Goldman Sachs & Co. LLC
Patrick Armstrong
Vice President
Managing Director of Goldman Sachs & Co. LLC
Oksana Beard
Vice President
Managing Director of Goldman Sachs & Co. LLC
Lee Becker
Vice President
Managing Director of Goldman Sachs & Co. LLC
David Bell
Vice President
Managing Director of Goldman Sachs & Co. LLC
Allison Beller
Vice President
Managing Director of Goldman Sachs & Co. LLC
Jeffrey Bernstein
Vice President
Managing Director of Goldman Sachs & Co. LLC
Justin Betzen
Vice President
Managing Director of Goldman Sachs & Co. LLC
Katherine Bloom
Vice President
Managing Director of Goldman Sachs & Co. LLC
Jeff Boyd
Vice President
Managing Director of Goldman Sachs & Co. LLC
Steven Budig
Vice President
Managing Director of Goldman Sachs & Co. LLC
Beat Cabiallavetta
Vice President
Managing Director of Goldman Sachs & Co. LLC
David Campbell
Vice President
Managing Director of Goldman Sachs & Co. LLC
Omar Chaudhary
Vice President
Managing Director of Goldman Sachs & Co. LLC
Alexander Cheek
Vice President
Managing Director of Goldman Sachs & Co. LLC




William Chen
Vice President
Managing Director of Goldman Sachs & Co. LLC
Dirk Degenaars
Vice President
Managing Director of Goldman Sachs & Co. LLC
Johanna Diaz
Vice President
Managing Director of Goldman Sachs & Co. LLC
Terence Doherty
Vice President
Managing Director of Goldman Sachs & Co. LLC
Ryan Flanagan
Vice President
Managing Director of Goldman Sachs & Co. LLC
Sebastien Gagnon
Vice President
Managing Director of Goldman Sachs & Co. LLC
Philip Grovit
Vice President
Managing Director of Goldman Sachs & Co. LLC
Ashwin Gupta
Vice President
Managing Director of Goldman Sachs & Co. LLC
Jonathan Hunt
Vice President
Managing Director of Goldman Sachs & Co. LLC
Christopher Kojima
Vice President
Managing Director of Goldman Sachs & Co. LLC
Jason Kreuziger
Vice President
Managing Director of Goldman Sachs & Co. LLC
Lee Levy
Vice President
Managing Director of Goldman Sachs & Co. LLC
Christina Sun Li
Vice President
Managing Director of Goldman Sachs & Co. LLC
Cedric Lucas
Vice President
Managing Director of Goldman Sachs & Co. LLC
Taylor Mefford
Vice President
Managing Director of Goldman Sachs & Co. LLC
Christopher Monroe
Vice President
Managing Director of Goldman Sachs & Co. LLC
Antoine Munfa
Vice President
Managing Director of Goldman Sachs & Co. LLC
Harsh Nanda
Vice President
Managing Director of Goldman Sachs & Co. LLC
Christopher Nelson
Vice President
Managing Director of Goldman Sachs & Co. LLC
Jeff Possick
Vice President
Managing Director of Goldman Sachs & Co. LLC
Andrew Rhee
Vice President
Managing Director of Goldman Sachs & Co. LLC
Brady Schuck
Vice President
Managing Director of Goldman Sachs & Co. LLC
Gabriella Skirnick
Vice President
Managing Director of Goldman Sachs & Co. LLC
Sherry Wang
Vice President
Managing Director of Goldman Sachs & Co. LLC
Gregory Watts
Vice President
Managing Director of Goldman Sachs & Co. LLC
Letitia Webster
Vice President
Managing Director of Goldman Sachs & Co. LLC
Mark Wetzel
Vice President
Managing Director of Goldman Sachs & Co. LLC
Andrew White
Vice President
Managing Director of Goldman Sachs & Co. LLC
William Y. Eng
Vice President
Vice President of Goldman Sachs & Co. LLC
Scott Kilpatrick
Vice President
Vice President of Goldman Sachs & Co. LLC
Michael Watts
Vice President
Managing Director of Goldman Sachs & Co. LLC
Clayton Wilmer
Vice President
Vice President of Goldman Sachs & Co. LLC
Carey Ziegler
Vice President & Secretary
Vice President of Goldman Sachs & Co. LLC
David Thomas
Vice President, Assistant Secretary & Assistant General Counsel
Managing Director of Goldman Sachs & Co. LLC
Getty Chin
Vice President & Assistant Treasurer
Managing Director of Goldman Sachs & Co. LLC
Daniel Farrar
Vice President & Assistant Treasurer
Vice President of Goldman Sachs & Co. LLC
Kirsten Frivold Imohiosen
Vice President & Assistant Treasurer
Managing Director of Goldman Sachs & Co. LLC
Larry Kleinman
Vice President & Assistant Treasurer
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




SCHEDULE III

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 (“1MDB”), 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.
On September 27, 2022, the SEC entered an order in which it settled charges against Goldman Sachs & Co. LLC (“GS & Co.”) for violating certain recordkeeping and supervisory provisions of the Securities Exchange Act of 1934 by failing to maintain or preserve certain written business communications that were conducted on unapproved communication methods and failing to implement its policies and procedures that prohibit such communications. GS & Co. has agreed to pay a civil monetary penalty in the amount of $125,000,000 to the SEC in connection with these charges. Also on September 27, 2022, the Commodity Futures Trading Commission (the “CFTC”) issued an order filing and settling charges with GS & Co. for failing to maintain, preserve or produce records that were required to be kept under CFTC recordkeeping requirements and failing to diligently supervise matters related to its business as a CFTC registrant. GS & Co. has agreed to pay a civil monetary penalty of $75,000,000 to the CFTC.