In re The Goldman Sachs Group

 
 UNITED STATES OF AMERICA 
 Before the 
   SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 101169 / September 25, 2024 
                                                               
ADMINISTRATIVE PROCEEDING 
File No. 3-22185 
 
 
 
In the Matter of 
 
The Goldman Sachs Group, 
Inc., 
 
Respondent. 
 
 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER 
  
 
 I. 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that 
cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the 
Securities Exchange Act of 1934 (“Exchange Act”), against The Goldman Sachs Group, Inc. 
(“Goldman” or “Respondent”).   
II. 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the 
findings herein, except as to the Commission’s jurisdiction over Respondent and the subject 
matter of these proceedings, which are admitted, Respondent consents to the entry of this Order 
Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange 
Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth 
below.   

 
 
 2 
 
III. 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 
Summary 
1. These proceedings arise out of violations of the beneficial ownership reporting 
requirements of the federal securities laws.  Section 16(a) of the Exchange Act and the rules 
promulgated thereunder require officers and directors of a company with a registered class of equity 
security, and any beneficial owners of greater than 10% of such class, to file certain reports of 
securities holdings and transactions.  Section 16(a) was motivated by a belief that “the most potent 
weapon against the abuse of inside information is full and prompt publicity” and by a desire “to give 
investors an idea of the purchases and sales by insiders which may in turn indicate their private 
opinion as to prospects of the company.”  H.R. Rep. 73-1383, at 13, 24 (1934).  Reflecting this 
informational purpose, the obligation to file applies irrespective of profits or the filer’s reasons for 
engaging in the transactions.  The Sarbanes-Oxley Act of 2002 and Commission implementing 
regulations accelerated the reporting deadline for most transactions to two business days and 
mandated that all reports be filed electronically on EDGAR to facilitate rapid dissemination to the 
public. 
2. While subject to this reporting requirements with respect to several issuers, Goldman 
failed to file on a timely basis multiple Section 16(a) reports of holdings and/or transactions in these 
issuers’ securities that it and certain Goldman affiliates were required to file.   
Respondent 
3. Goldman, a Delaware corporation headquartered in New York, New York, together 
with its direct and indirect subsidiaries, is a global financial services firm.  Goldman’s common 
stock is registered with the Commission under Section 12 of the Exchange Act and trades on the 
NYSE (ticker: GS).  At the relevant times discussed herein, Goldman and certain Goldman 
affiliates were required Section 16(a) reporting persons with respect to the following issuers, each of 
which had and/or has a class of equity securities registered with the Commission under Section 12 
of the Exchange Act:  Ambarella Inc. (NASDAQ: AMBA) (“AMBA”), Avantor, Inc. (NYSE: 
AVTR) (“AVTR”), EnLink Midstream LLC (NYSE: ENLC) (“ENLC”), EnLink Midstream 
Partners, LP (NYSE: ENLK) (“ENLK”), Flywire Corp (NASDAQ: FLYW) (“FLYW”), 
Membership Collective Group Inc. (NYSE: MCG) (currently renamed Soho House & Co Inc. 
(NYSE: SHCO)) (“MCG”), ON24, Inc. (NYSE: ONTF) (“ONTF”), ProSight Global, Inc. 
(NYSE: PROS) (“PROS”).  Goldman and relevant Goldman affiliates were greater than 10% 
beneficial owners of AMBA, AVTR, ENLC, ENLK, MCG, ONTF, and PROS; Goldman and 
certain Goldman affiliates also had arrangements, directly or indirectly, with AVTR, FLYW, and 
PROS pursuant to which Goldman designated one or more directors of the companies, and a 
                                                 
1
  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on 
any other person or entity in this or any other proceeding. 

 
 
 3 
 
managing director of a Goldman affiliate served as a director of ON24.  Goldman took 
responsibility for making Section 16(a) filings on behalf of itself and the relevant Goldman affiliates 
that were required to file such reports with respect to these issuers.   
Applicable Legal Framework 
4. Section 16(a) of the Exchange Act and the rules promulgated thereunder apply to 
every person who is the beneficial owner of more than 10% of any class of any equity security 
registered pursuant to Section 12 of the Exchange Act, and any officer or director of the issuer of 
any such security (collectively, “insiders”).  For purposes of determining status as a greater than 
10% beneficial owner under Section 16(a), the term means any person who is deemed a beneficial 
owner under Section 13(d) of the Exchange Act and the rules thereunder,
2
 subject to limited 
exceptions.
3
   
5. Pursuant to Section 16(a) and Rule 16a-3, insiders are required to file initial 
statements of holdings on Form 3 and keep this information current by reporting transactions on 
Forms 4 and 5.  Specifically, within 10 days after becoming an insider, or on or before the effective 
date of the Section 12 registration of the class of equity security, an insider must file a Form 3 report 
disclosing all securities of the issuer in which the insider has or is deemed to have a direct or 
indirect pecuniary interest.  To keep this information current, insiders must file Form 4 reports 
disclosing transactions resulting in a change in beneficial ownership within two business days 
following the execution date of the transaction, except for limited types of transactions eligible for 
deferred reporting.  Transactions required to be reported on Form 4 include purchases and sales of 
securities, exercises and conversions of derivative securities, and grants or awards of securities from 
the issuer.  In addition, insiders are required to file a Form 5 report within 45 days after the issuer’s 
                                                 
2
  Under Section 13(d) of the Exchange Act and the application of Rule 13d-3, a beneficial owner of a 
security includes “any person who, directly or indirectly, through any contract, arrangement, understanding, 
relationship or otherwise” has or shares voting or investment power with respect to such security.  More than one 
person may be a beneficial owner of the same securities.  Because a beneficial owner, under this standard, includes 
persons who have both direct and indirect, as well as shared, voting and investment power, beneficial ownership 
held by an entity is ordinarily also attributable to a control person of an entity and any parent company in a control 
relationship with such entity.  See Amendments to Beneficial Ownership Reporting Requirements, SEC Release No. 
34-39538 (Jan. 12, 1998), 63 Fed. Reg. 2854, 2857 (Jan. 16, 1998).  If the organizational structure of the parent and 
related entities are such that the voting and investment powers over the subject securities are exercised 
independently, attribution may not be required for the purposes of determining the aggregate amount owned by the 
controlling persons if certain conditions concerning independence are met.  Id. 
3
  A limited exception under Rule 16a-1(a)(1) applies to certain specified types of institutional investors, such 
as registered investment advisers and broker-dealers, that permit such institutions to exclude any shares “held for the 
benefit of third parties or in customer or fiduciary accounts in the ordinary course of business” if “such shares are 
acquired ... without the purpose or effect of changing or influencing control of the issuer or engaging in any 
arrangement subject to Rule 13d-3(b)” (a “Qualified Institution”).  A parent holding company or control person of a 
Qualified Institution may also exclude such shares if the aggregate amount held directly by the parent or control 
person, and directly and indirectly by their subsidiaries and affiliates that are not Qualified Institutions, does not 
exceed 1% of the class of securities.  Rule 16a-1(a)(1)(vii). 
 

 
 
 4 
 
fiscal year-end to report any transactions or holdings that should have been, but were not, reported 
on Form 3 or 4 (as applicable) during the issuer’s most recent fiscal year and any transactions 
eligible for deferred reporting (unless the insider has previously reported all such transactions).   
6. There is no state of mind requirement for violations of Section 16(a) and the rules 
thereunder.
4
  The failure to timely file a required report, even if inadvertent, constitutes a 
violation.
5
     
Respondent Failed to File Required Section 16(a) Reports on a Timely Basis
6
 
7. Goldman and certain Goldman affiliates were required Section 16(a) reporting 
persons with respect to the issuers AMBA, AVTR, ENLK, ENLC, FLYW, ONTF, and PROS at 
the relevant times discussed herein.   
8. Goldman and relevant Goldman affiliates failed to file on a timely basis multiple 
required Section 16(a) reports with the Commission with respect to these issuers, including to report 
transactions executed on the following dates that were required to be reported on Form 4 within two 
business days:   
Issuer Form Type Date of Trans. Due Date Date Filed 
ENLK 4 3/15/2018 3/19/2018 8/14/2019 
ENLK 4 3/23/2018 3/27/2018 8/14/2019 
                                                 
4
   See, e.g., SEC v. e-Smart Technologies, Inc., 82 F. Supp. 3d 97, 104 (D.D.C. 2015) (scienter is not required 
to establish a violation of Section 16(a) of the Exchange Act); cf. SEC v. Savoy Indus., Inc., 587 F.2d 1149, 1167 
(D.C. Cir. 1978) (“Indeed, the plain language of section 13(d)(1) gives no hint that intentional conduct need be 
found, but rather, appears to place a simple and affirmative duty of reporting on certain persons.  The legislative 
history confirms that Congress was concerned with providing disclosure to investors, and not merely with protecting 
them from fraudulent conduct”).  Negligence is sufficient to establish liability for causing such violations.  See 
KPMG Peat Marwick LLP, 74 SEC Docket 357, 2001 WL 47245, at *19 (Jan. 19, 2001) (Commission opinion) 
(“[N]egligence is sufficient to establish ‘causing’ liability under Exchange Act Section 21C(a) ... in cases in which a 
person is alleged to ‘cause’ a primary violation that does not require scienter.”).        
5
   Cf. Oppenheimer & Co., Inc., 47 SEC 286, 1980 WL 26901, at *2 (May 19, 1980) (Commission opinion) 
(“We have previously held that the failure to make a required report, even though inadvertent, constitutes a willful 
violation”); Herbert Moskowitz, 77 SEC Docket 446, 2002 WL 434524, at *7 (Mar. 21, 2002) (Commission opinion) 
(“evidence of both motive for non-disclosure and actual market impact ... is irrelevant” to whether violations of Section 
13(d) of the Exchange Act and Rules 13d-1 and 13d-2 thereunder occurred); see generally Mandated Electronic Filing 
and Website Posting for Forms 3, 4 and 5, SEC Release No. 34-47809 (May 7, 2003), 68 Fed. Reg. 25788, 25792 
(May 13, 2003) (noting that an issuer’s eligibility for temporary relief from disclosing Forms 4 filed one business day 
late by its insiders “does not change the fact that any Form 3, 4 or 5 filed later than the applicable due date violates 
Section 16(a)”) (emphasis added). 
6
  At the relevant times with respect to the issuers discussed herein, Goldman and the relevant Goldman 
affiliates were not eligible under Exchange Act Rule 16a-1(a)(1) subparagraphs (i) through (xi) to exclude any 
securities over which they were deemed to have direct or indirect beneficial ownership under Section 13(d) and the 
rules thereunder.  

 
 
 5 
 
Issuer Form Type Date of Trans. Due Date Date Filed 
ENLK 4 3/26/2018 3/28/2018 8/14/2019 
ENLK 4 4/11/2018 4/13/2018 8/14/2019 
ENLK 4 6/15/2018 6/19/2018 8/14/2019 
ENLK 4 6/18/2018 6/20/2018 8/14/2019 
ENLK 4 7/3/2018 7/6/2018 8/14/2019 
ENLK 4 8/7/2018 8/9/2018 8/14/2019 
ENLK 4 8/22/2018 8/24/2018 8/14/2019 
ENLK 4 8/23/2018 8/27/2018 9/13/2018 
ENLK 4 8/23/2018 8/27/2018 8/14/2019 
ENLK 4 8/24/2018 8/28/2018 9/13/2018 
ENLK 4 8/27/2018 8/29/2018 8/14/2019 
ENLK 4 8/31/2018 9/5/2018 8/14/2019 
ENLK 4 10/23/2018 10/25/2018 8/14/2019 
ENLK 4 12/28/2018 1/2/2019 8/14/2019 
ENLK 4 1/3/2019 1/7/2019 8/14/2019 
ENLK 4 1/23/2019 1/25/2019 8/14/2019 
AVTR 4 6/13/2019 6/17/2019 5/28/2020 
AMBA 4 3/25/2020 3/27/2020 4/7/2020 
AMBA 4 3/26/2020 3/30/2020 4/7/2020 
AMBA 4 3/27/2020 3/31/2020 4/7/2020 
PROS 4 4/30/2021 5/4/2021 7/15/2021 
FLYW 4 5/28/2021 6/1/2021 6/3/2021 
ENLC 4 7/29/2021 7/31/2021 8/3/2021 
ONTF 4 8/23/2021 8/25/2021 8/26/2021 
 
9. The above-described late-reported transactions primarily involved, among other 
things, failures of Goldman’s systems and controls intended to restrict trading in securities of 
which Goldman and certain Goldman affiliates were required Section 16(a) reporting persons, 
misapplication by Goldman’s personnel of policy exceptions to Goldman’s restricted lists, 
failures to timely identify when Goldman became a 10% beneficial owner, and internal delays at 
Goldman in gathering or verifying information for filings.     

 
 
 6 
 
10. In addition to the late-reported transactions described above, Goldman and certain 
Goldman affiliates became subject to the reporting requirements of Exchange Act Section 16(a) 
as greater than 10% beneficial owners of the registered class of Class A common stock of MCG 
as of July 19, 2021, in connection with the closing of MCG’s initial public offering.  However, 
Goldman failed to timely identify its status as a 10% beneficial owner of MCG due to a series of 
data entry and systems errors and did not file any Section 16(a) reports until December 22, 
2021—approximately five months after becoming required to do so.  On December 22, 2021, 
Goldman filed a Form 3 and Forms 4 to report transactions on numerous dates between July 19, 
2021 and November 23, 2021 that were effected by an affiliate acting as a market maker, which 
were not timely reported as required under Section 16(a) and were not entitled to an exemption 
under Section 16(d).   
11. As a result of the conduct described above, Respondent violated Section 16(a) of 
the Exchange Act and Rule 16a-3 thereunder, and was a cause of violations by certain Goldman 
affiliates of such provisions.  
Respondent’s Remedial Efforts 
12. In determining to accept Respondent’s Offer, the Commission considered certain 
remedial acts undertaken by Respondent and cooperation afforded to Commission staff. 
IV. 
In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent’s Offer. 
 Accordingly, it is hereby ORDERED that: 
 A. Pursuant to Section 21C of the Exchange Act, Respondent Goldman cease and desist 
from committing or causing any violations and any future violations of Section 16(a) of the 
Exchange Act and Rule 16a-3 promulgated thereunder.   
B. Respondent shall, within 14 days of the entry of this Order, pay a civil money 
penalty in the amount of $300,000 to the Securities and Exchange Commission, for transfer to 
the general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3).  If 
timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717.  
Payment must be made in one of the following ways:   
(1)  Respondent may transmit payment electronically to the Commission, which will 
provide detailed ACH transfer/Fedwire instructions upon request;  
 
(2)  Respondent may make direct payment from a bank account via Pay.gov through 
the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 

 
 
 7 
 
(3)  Respondent may pay by certified check, bank cashier’s check, or United States 
postal money order, made payable to the Securities and Exchange Commission and hand-
delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying 
The Goldman Sachs Group, Inc. as a Respondent in these proceedings, and the file number of 
these proceedings; a copy of the cover letter and check or money order must be sent to Thomas 
Smith, Associate Regional Director, Division of Enforcement, Securities and Exchange 
Commission, 100 Pearl Street, Suite 20-100, New York, NY 10004.   
C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 
be treated as penalties paid to the government for all purposes, including all tax purposes.  To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such 
a Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order 
granting the Penalty Offset, notify the Commission’s counsel in this action and pay the amount 
of the Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be 
deemed an additional civil penalty and shall not be deemed to change the amount of the civil 
penalty imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” 
means a private damages action brought against Respondent by or on behalf of one or more 
investors based on substantially the same facts as alleged in the Order instituted by the 
Commission in this proceeding. 
 By the Commission. 
 
 
       Vanessa A. Countryman 
       Secretary 

UNITED STATES OF AMERICA 

 Before the 

   SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 101169 / September 25, 2024 

                                                               

ADMINISTRATIVE PROCEEDING 

File No. 3-22185 

 

 

 

In the Matter of 

 

The Goldman Sachs Group, 

Inc., 

 

Respondent. 

 

 

 

ORDER INSTITUTING CEASE-AND-

DESIST PROCEEDINGS PURSUANT TO 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASE-

AND-DESIST ORDER 

  

 

 I. 

 The Securities and Exchange Commission (“Commission”) deems it appropriate that 

cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the 

Securities Exchange Act of 1934 (“Exchange Act”), against The Goldman Sachs Group, Inc. 

(“Goldman” or “Respondent”).   

II. 

 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the 

findings herein, except as to the Commission’s jurisdiction over Respondent and the subject 

matter of these proceedings, which are admitted, Respondent consents to the entry of this Order 

Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange 

Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth 

below.   



 
 

 2 

 

III. 

 On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 

Summary 

1. These proceedings arise out of violations of the beneficial ownership reporting 

requirements of the federal securities laws.  Section 16(a) of the Exchange Act and the rules 

promulgated thereunder require officers and directors of a company with a registered class of equity 

security, and any beneficial owners of greater than 10% of such class, to file certain reports of 

securities holdings and transactions.  Section 16(a) was motivated by a belief that “the most potent 

weapon against the abuse of inside information is full and prompt publicity” and by a desire “to give 

investors an idea of the purchases and sales by insiders which may in turn indicate their private 

opinion as to prospects of the company.”  H.R. Rep. 73-1383, at 13, 24 (1934).  Reflecting this 

informational purpose, the obligation to file applies irrespective of profits or the filer’s reasons for 

engaging in the transactions.  The Sarbanes-Oxley Act of 2002 and Commission implementing 

regulations accelerated the reporting deadline for most transactions to two business days and 

mandated that all reports be filed electronically on EDGAR to facilitate rapid dissemination to the 

public. 

2. While subject to this reporting requirements with respect to several issuers, Goldman 

failed to file on a timely basis multiple Section 16(a) reports of holdings and/or transactions in these 

issuers’ securities that it and certain Goldman affiliates were required to file.   

Respondent 

3. Goldman, a Delaware corporation headquartered in New York, New York, together 

with its direct and indirect subsidiaries, is a global financial services firm.  Goldman’s common 

stock is registered with the Commission under Section 12 of the Exchange Act and trades on the 

NYSE (ticker: GS).  At the relevant times discussed herein, Goldman and certain Goldman 

affiliates were required Section 16(a) reporting persons with respect to the following issuers, each of 

which had and/or has a class of equity securities registered with the Commission under Section 12 

of the Exchange Act:  Ambarella Inc. (NASDAQ: AMBA) (“AMBA”), Avantor, Inc. (NYSE: 

AVTR) (“AVTR”), EnLink Midstream LLC (NYSE: ENLC) (“ENLC”), EnLink Midstream 

Partners, LP (NYSE: ENLK) (“ENLK”), Flywire Corp (NASDAQ: FLYW) (“FLYW”), 

Membership Collective Group Inc. (NYSE: MCG) (currently renamed Soho House & Co Inc. 

(NYSE: SHCO)) (“MCG”), ON24, Inc. (NYSE: ONTF) (“ONTF”), ProSight Global, Inc. 

(NYSE: PROS) (“PROS”).  Goldman and relevant Goldman affiliates were greater than 10% 

beneficial owners of AMBA, AVTR, ENLC, ENLK, MCG, ONTF, and PROS; Goldman and 

certain Goldman affiliates also had arrangements, directly or indirectly, with AVTR, FLYW, and 

PROS pursuant to which Goldman designated one or more directors of the companies, and a 

                                                 
1  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on 

any other person or entity in this or any other proceeding. 



 
 

 3 

 

managing director of a Goldman affiliate served as a director of ON24.  Goldman took 

responsibility for making Section 16(a) filings on behalf of itself and the relevant Goldman affiliates 

that were required to file such reports with respect to these issuers.   

Applicable Legal Framework 

4. Section 16(a) of the Exchange Act and the rules promulgated thereunder apply to 

every person who is the beneficial owner of more than 10% of any class of any equity security 

registered pursuant to Section 12 of the Exchange Act, and any officer or director of the issuer of 

any such security (collectively, “insiders”).  For purposes of determining status as a greater than 

10% beneficial owner under Section 16(a), the term means any person who is deemed a beneficial 

owner under Section 13(d) of the Exchange Act and the rules thereunder,2 subject to limited 

exceptions.3   

5. Pursuant to Section 16(a) and Rule 16a-3, insiders are required to file initial 

statements of holdings on Form 3 and keep this information current by reporting transactions on 

Forms 4 and 5.  Specifically, within 10 days after becoming an insider, or on or before the effective 

date of the Section 12 registration of the class of equity security, an insider must file a Form 3 report 

disclosing all securities of the issuer in which the insider has or is deemed to have a direct or 

indirect pecuniary interest.  To keep this information current, insiders must file Form 4 reports 

disclosing transactions resulting in a change in beneficial ownership within two business days 

following the execution date of the transaction, except for limited types of transactions eligible for 

deferred reporting.  Transactions required to be reported on Form 4 include purchases and sales of 

securities, exercises and conversions of derivative securities, and grants or awards of securities from 

the issuer.  In addition, insiders are required to file a Form 5 report within 45 days after the issuer’s 

                                                 
2  Under Section 13(d) of the Exchange Act and the application of Rule 13d-3, a beneficial owner of a 

security includes “any person who, directly or indirectly, through any contract, arrangement, understanding, 

relationship or otherwise” has or shares voting or investment power with respect to such security.  More than one 

person may be a beneficial owner of the same securities.  Because a beneficial owner, under this standard, includes 

persons who have both direct and indirect, as well as shared, voting and investment power, beneficial ownership 

held by an entity is ordinarily also attributable to a control person of an entity and any parent company in a control 

relationship with such entity.  See Amendments to Beneficial Ownership Reporting Requirements, SEC Release No. 

34-39538 (Jan. 12, 1998), 63 Fed. Reg. 2854, 2857 (Jan. 16, 1998).  If the organizational structure of the parent and 

related entities are such that the voting and investment powers over the subject securities are exercised 

independently, attribution may not be required for the purposes of determining the aggregate amount owned by the 

controlling persons if certain conditions concerning independence are met.  Id. 

3  A limited exception under Rule 16a-1(a)(1) applies to certain specified types of institutional investors, such 

as registered investment advisers and broker-dealers, that permit such institutions to exclude any shares “held for the 

benefit of third parties or in customer or fiduciary accounts in the ordinary course of business” if “such shares are 

acquired … without the purpose or effect of changing or influencing control of the issuer or engaging in any 

arrangement subject to Rule 13d-3(b)” (a “Qualified Institution”).  A parent holding company or control person of a 

Qualified Institution may also exclude such shares if the aggregate amount held directly by the parent or control 

person, and directly and indirectly by their subsidiaries and affiliates that are not Qualified Institutions, does not 

exceed 1% of the class of securities.  Rule 16a-1(a)(1)(vii). 

 



 
 

 4 

 

fiscal year-end to report any transactions or holdings that should have been, but were not, reported 

on Form 3 or 4 (as applicable) during the issuer’s most recent fiscal year and any transactions 

eligible for deferred reporting (unless the insider has previously reported all such transactions).   

6. There is no state of mind requirement for violations of Section 16(a) and the rules 

thereunder.4  The failure to timely file a required report, even if inadvertent, constitutes a 

violation.5     

Respondent Failed to File Required Section 16(a) Reports on a Timely Basis6 

7. Goldman and certain Goldman affiliates were required Section 16(a) reporting 

persons with respect to the issuers AMBA, AVTR, ENLK, ENLC, FLYW, ONTF, and PROS at 

the relevant times discussed herein.   

8. Goldman and relevant Goldman affiliates failed to file on a timely basis multiple 

required Section 16(a) reports with the Commission with respect to these issuers, including to report 

transactions executed on the following dates that were required to be reported on Form 4 within two 

business days:   

Issuer Form Type Date of Trans. Due Date Date Filed 

ENLK 4 3/15/2018 3/19/2018 8/14/2019 

ENLK 4 3/23/2018 3/27/2018 8/14/2019 

                                                 
4   See, e.g., SEC v. e-Smart Technologies, Inc., 82 F. Supp. 3d 97, 104 (D.D.C. 2015) (scienter is not required 

to establish a violation of Section 16(a) of the Exchange Act); cf. SEC v. Savoy Indus., Inc., 587 F.2d 1149, 1167 

(D.C. Cir. 1978) (“Indeed, the plain language of section 13(d)(1) gives no hint that intentional conduct need be 

found, but rather, appears to place a simple and affirmative duty of reporting on certain persons.  The legislative 

history confirms that Congress was concerned with providing disclosure to investors, and not merely with protecting 

them from fraudulent conduct”).  Negligence is sufficient to establish liability for causing such violations.  See 

KPMG Peat Marwick LLP, 74 SEC Docket 357, 2001 WL 47245, at *19 (Jan. 19, 2001) (Commission opinion) 

(“[N]egligence is sufficient to establish ‘causing’ liability under Exchange Act Section 21C(a) … in cases in which a 

person is alleged to ‘cause’ a primary violation that does not require scienter.”).        

5   Cf. Oppenheimer & Co., Inc., 47 SEC 286, 1980 WL 26901, at *2 (May 19, 1980) (Commission opinion) 

(“We have previously held that the failure to make a required report, even though inadvertent, constitutes a willful 

violation”); Herbert Moskowitz, 77 SEC Docket 446, 2002 WL 434524, at *7 (Mar. 21, 2002) (Commission opinion) 

(“evidence of both motive for non-disclosure and actual market impact … is irrelevant” to whether violations of Section 

13(d) of the Exchange Act and Rules 13d-1 and 13d-2 thereunder occurred); see generally Mandated Electronic Filing 

and Website Posting for Forms 3, 4 and 5, SEC Release No. 34-47809 (May 7, 2003), 68 Fed. Reg. 25788, 25792 

(May 13, 2003) (noting that an issuer’s eligibility for temporary relief from disclosing Forms 4 filed one business day 

late by its insiders “does not change the fact that any Form 3, 4 or 5 filed later than the applicable due date violates 

Section 16(a)”) (emphasis added). 

6  At the relevant times with respect to the issuers discussed herein, Goldman and the relevant Goldman 

affiliates were not eligible under Exchange Act Rule 16a-1(a)(1) subparagraphs (i) through (xi) to exclude any 

securities over which they were deemed to have direct or indirect beneficial ownership under Section 13(d) and the 

rules thereunder.  



 
 

 5 

 

Issuer Form Type Date of Trans. Due Date Date Filed 

ENLK 4 3/26/2018 3/28/2018 8/14/2019 

ENLK 4 4/11/2018 4/13/2018 8/14/2019 

ENLK 4 6/15/2018 6/19/2018 8/14/2019 

ENLK 4 6/18/2018 6/20/2018 8/14/2019 

ENLK 4 7/3/2018 7/6/2018 8/14/2019 

ENLK 4 8/7/2018 8/9/2018 8/14/2019 

ENLK 4 8/22/2018 8/24/2018 8/14/2019 

ENLK 4 8/23/2018 8/27/2018 9/13/2018 

ENLK 4 8/23/2018 8/27/2018 8/14/2019 

ENLK 4 8/24/2018 8/28/2018 9/13/2018 

ENLK 4 8/27/2018 8/29/2018 8/14/2019 

ENLK 4 8/31/2018 9/5/2018 8/14/2019 

ENLK 4 10/23/2018 10/25/2018 8/14/2019 

ENLK 4 12/28/2018 1/2/2019 8/14/2019 

ENLK 4 1/3/2019 1/7/2019 8/14/2019 

ENLK 4 1/23/2019 1/25/2019 8/14/2019 

AVTR 4 6/13/2019 6/17/2019 5/28/2020 

AMBA 4 3/25/2020 3/27/2020 4/7/2020 

AMBA 4 3/26/2020 3/30/2020 4/7/2020 

AMBA 4 3/27/2020 3/31/2020 4/7/2020 

PROS 4 4/30/2021 5/4/2021 7/15/2021 

FLYW 4 5/28/2021 6/1/2021 6/3/2021 

ENLC 4 7/29/2021 7/31/2021 8/3/2021 

ONTF 4 8/23/2021 8/25/2021 8/26/2021 

 

9. The above-described late-reported transactions primarily involved, among other 

things, failures of Goldman’s systems and controls intended to restrict trading in securities of 

which Goldman and certain Goldman affiliates were required Section 16(a) reporting persons, 

misapplication by Goldman’s personnel of policy exceptions to Goldman’s restricted lists, 

failures to timely identify when Goldman became a 10% beneficial owner, and internal delays at 

Goldman in gathering or verifying information for filings.     



 
 

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10. In addition to the late-reported transactions described above, Goldman and certain 

Goldman affiliates became subject to the reporting requirements of Exchange Act Section 16(a) 

as greater than 10% beneficial owners of the registered class of Class A common stock of MCG 

as of July 19, 2021, in connection with the closing of MCG’s initial public offering.  However, 

Goldman failed to timely identify its status as a 10% beneficial owner of MCG due to a series of 

data entry and systems errors and did not file any Section 16(a) reports until December 22, 

2021—approximately five months after becoming required to do so.  On December 22, 2021, 

Goldman filed a Form 3 and Forms 4 to report transactions on numerous dates between July 19, 

2021 and November 23, 2021 that were effected by an affiliate acting as a market maker, which 

were not timely reported as required under Section 16(a) and were not entitled to an exemption 

under Section 16(d).   

11. As a result of the conduct described above, Respondent violated Section 16(a) of 

the Exchange Act and Rule 16a-3 thereunder, and was a cause of violations by certain Goldman 

affiliates of such provisions.  

Respondent’s Remedial Efforts 

12. In determining to accept Respondent’s Offer, the Commission considered certain 

remedial acts undertaken by Respondent and cooperation afforded to Commission staff. 

IV. 

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent’s Offer. 

 Accordingly, it is hereby ORDERED that: 

 A. Pursuant to Section 21C of the Exchange Act, Respondent Goldman cease and desist 

from committing or causing any violations and any future violations of Section 16(a) of the 

Exchange Act and Rule 16a-3 promulgated thereunder.   

B. Respondent shall, within 14 days of the entry of this Order, pay a civil money 

penalty in the amount of $300,000 to the Securities and Exchange Commission, for transfer to 

the general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3).  If 

timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717.  

Payment must be made in one of the following ways:   

(1)  Respondent may transmit payment electronically to the Commission, which will 

provide detailed ACH transfer/Fedwire instructions upon request;  

 

(2)  Respondent may make direct payment from a bank account via Pay.gov through 

the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

 



 
 

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(3)  Respondent may pay by certified check, bank cashier’s check, or United States 

postal money order, made payable to the Securities and Exchange Commission and hand-

delivered or mailed to:  

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

Payments by check or money order must be accompanied by a cover letter identifying 

The Goldman Sachs Group, Inc. as a Respondent in these proceedings, and the file number of 

these proceedings; a copy of the cover letter and check or money order must be sent to Thomas 

Smith, Associate Regional Director, Division of Enforcement, Securities and Exchange 

Commission, 100 Pearl Street, Suite 20-100, New York, NY 10004.   

C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 

be treated as penalties paid to the government for all purposes, including all tax purposes.  To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 

Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such 

a Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order 

granting the Penalty Offset, notify the Commission’s counsel in this action and pay the amount 

of the Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be 

deemed an additional civil penalty and shall not be deemed to change the amount of the civil 

penalty imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” 

means a private damages action brought against Respondent by or on behalf of one or more 

investors based on substantially the same facts as alleged in the Order instituted by the 

Commission in this proceeding. 

 By the Commission. 

 

 

       Vanessa A. Countryman 

       Secretary 


	Respondent