rs13da3-griffon_gsgroup.htm

 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
(Amendment No. 3)*
 
Under the Securities Exchange Act of 1934
 

 
Griffon Corporation 
(Name of Issuer)
 
Common Stock, par value $0.25 per share 
(Title of Class of Securities)
 
398433102
(CUSIP Number)
 
Ben I. Adler, Esq.
Goldman, Sachs & Co.
200 West Street
New York, New York 10282-2198
(212) 902-1000

 
With a copy to:
 

Robert C. Schwenkel, Esq.
David L. Shaw, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
(212) 859-8000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
November 12, 2014
(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 for other parties to whom copies are to be sent.
 
* 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. 398433102
SCHEDULE 13D
 
 
 
 
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
    The Goldman Sachs Group, Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                              (a) o
                                              (b) o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
        AF; OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
7
SOLE VOTING POWER
 
20,420
 
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER
 
5,799,355
 
EACH
REPORTING
9
SOLE DISPOSITIVE POWER
 
                20,420
 
PERSON
WITH
10
SHARED DISPOSITIVE POWER
 
5,799,355
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
           5,819,775
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                  o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
           11.1%
 
14
TYPE OF REPORTING PERSON
         
            HC-CO
 

 
 
 
 
 
 
 
 
 
CUSIP No. 398433102
SCHEDULE 13D
 
 
 
 
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
    Goldman, Sachs & Co.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                              (a) o
                                              (b) o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF; WC
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                x
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
 
NUMBER OF
SHARES
7
SOLE VOTING POWER
 
0
 
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER
 
5,799,355
 
EACH
REPORTING
9
SOLE DISPOSITIVE POWER
 
                0
 
PERSON
WITH
10
SHARED DISPOSITIVE POWER
 
5,799,355
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
           5,799,355
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                  o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
           11.0%
 
14
TYPE OF REPORTING PERSON
         
            BD-PN-IA
 

 
 
 
 
 
 
 
 
 
CUSIP No. 398433102
SCHEDULE 13D
 
 
 
 
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
    GS Direct, L.L.C.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                              (a) o
                                              (b) o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
7
SOLE VOTING POWER
 
0
 
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER
 
5,555,556
 
EACH
REPORTING
9
SOLE DISPOSITIVE POWER
 
                0
 
PERSON
WITH
10
SHARED DISPOSITIVE POWER
 
5,555,556
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
           5,555,556
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                  o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
           10.6%
 
14
TYPE OF REPORTING PERSON
         
            OO
 

 
 
 
 
 
 
This Amendment No. 3 (“Amendment No. 3”) supplements and amends certain information in the Schedule 13D filed on October 9, 2008, as amended by Amendment No. 1 filed on November 18, 2013 and Amendment No. 2 filed on December 12, 2013 (the “Original 13D” and, together with this Amendment No. 3, the “Schedule 13D”), on behalf of The Goldman Sachs Group, Inc. (“GS Group”), Goldman, Sachs & Co. (“Goldman Sachs”) and GS Direct, L.L.C. (“GS Direct” and together with GS Group and Goldman Sachs, the “Reporting Persons”).1
 
Except as set forth below, all Items of the Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.
 
ITEM 2.                      Identity and Background.

Item 2 of the Original 13D is hereby amended by replacing in their entirety Schedules I, II-A and II-B, incorporated therein by reference, with Schedules I, II-A and II-B, hereto, respectively, which Schedules I, II-A and II-B are incorporated herein by reference.

ITEM 4.                      Purpose of Transaction.

Item 4 of the Original 13D is hereby amended and supplemented by adding the following information:

On November 12, 2014, GS Direct and the Issuer entered into a Letter Agreement, pursuant to which the parties agreed to amend Section 10 of the Repurchase Agreement (“Right of First Negotiation, Investment Agreement and Registration Rights Agreement”) to extend the period thereunder from December 31, 2014 to December 31, 2015.  As so amended, if, subject to certain exceptions, GS Direct intends to sell any of its remaining shares of Common Stock at any time after the closing of the Repurchase Transaction but prior to December 31, 2015, it will notify the Issuer of such intent and the Issuer will thereafter have a period of twenty-one days to negotiate and close its acquisition of such shares, after which period GS Direct will be free to sell such shares to a third party (subject to the applicable restrictions of the Investment Agreement).
 
ITEM 5.                      Interests in Securities of the Issuer.
 
Item 5 of the Original 13D is hereby amended and restated in its entirety as follows:

(a)  All calculations of percentage ownership of the Common Stock set forth in this Schedule 13D are based upon a total of 52,656,728 shares of Common Stock outstanding as of October 31, 2014 as disclosed in the Issuer’s annual report on Form 10-K for the fiscal year ended September 30, 2014 (the “10-K”).

As of the close of business on November 12, 2014, GS Group may be deemed to have beneficially owned 5,819,775 shares of Common Stock in the aggregate, consisting of (i) 6,877 shares of Common Stock beneficially owned directly by GS Group, (ii) 13,543 shares of Common Stock, consisting of 11,666 shares of Common Stock granted to Bradley J. Gross, a managing director of Goldman Sachs, in his capacity as a director of the Company pursuant to the Company's 2011 Equity Incentive Plan and 1,877 shares of Common Stock granted to Mr. Gross pursuant to the Company's Outside Director Stock Award Plan, (iii) 5,555,556 shares of Common Stock beneficially owned indirectly by GS Group that were purchased by GS Direct pursuant to the Investment Agreement on the Closing Date as described in this Schedule 13D and (iv) 243,799 shares of Common Stock acquired by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities, representing in the aggregate approximately 11.1% of the shares of Common Stock deemed to be outstanding (as calculated as described above based on the shares reported to be outstanding as of October 31, 2014 as disclosed in the Issuer’s 10-K).

As of the close of business on November 12, 2014, Goldman Sachs may be deemed to have beneficially owned 5,799,355 shares of Common Stock in the aggregate, consisting of (i) 5,555,556 shares of Common Stock beneficially owned indirectly by Goldman Sachs that were purchased by GS Direct pursuant to the Investment Agreement on the Closing Date as described in this Schedule 13D and (ii) 243,799 shares of Common Stock acquired by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities, representing in the aggregate approximately 11.0% of the shares of Common Stock deemed to be outstanding (as calculated as described above based on the shares reported to be outstanding as of October 31, 2014 as disclosed in the Issuer’s 10-K.

As of the close of business on November 12, 2014, GS Direct may be deemed to have beneficially owned 5,555,556 shares of Common Stock that were purchased by GS Direct pursuant to the Investment Agreement on the Closing Date as described in this Schedule 13D, representing approximately 10.6% of the shares of Common Stock deemed to be outstanding (as calculated as described above based on the shares reported to be outstanding as of October 31, 2014 as disclosed in the Issuer’s 10-K, net of the shares repurchased by the Issuer pursuant to the Repurchase Transaction).

In accordance with Securities and Exchange Commission Release No. 34-395538 (January 12, 1998) (the “Release”), this filing reflects the securities beneficially owned by certain operating units (collectively, the “Goldman Sachs Reporting Units”) of GS Group and its subsidiaries and affiliates (collectively, “GSG”). This filing does not reflect securities, if any, beneficially owned by any operating units of GSG whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release. The Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion, or both, and (ii) certain investment entities of which the Goldman Sachs Reporting Units acts as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units.

None of the Reporting Persons or, to the knowledge of any of the Reporting Persons, any of the persons listed on Schedules I, II-A or II-B hereto may be deemed to beneficially own any shares of Common Stock other than as set forth herein.

(b) Each Reporting Person shares the power to vote or direct the vote and to dispose or direct the disposition of shares of Common Stock beneficially owned by such Reporting Person as indicated in this Schedule 13D.

(c) Except for the entry into the Letter Agreement by GS Direct as described in this Schedule 13D, no transactions in the Common Stock were effected by the Reporting Persons or, to the knowledge of any of the Reporting Persons, any of the persons listed on Schedules I, II-A or II-B hereto, during the period from September 13, 2014 through November 12, 2014.
 
(d) Except for clients of Goldman Sachs or another investment advisor subsidiary of GS Group who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock, if any, held in Managed Accounts, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by the Reporting Persons.

(e) Not applicable.
 
ITEM 7.                      Material to Be Filed as Exhibits.

EXHIBIT
DESCRIPTION
   
99.2
Letter Agreement, dated November 12, 2014, by and between GS Direct, L.L.C. and Griffon Corporation
 
________________________
 
1
Neither the present filing nor anything contained herein shall be construed as an admission that any Reporting Person constitutes a “person” for any purpose other than for compliance with Section 13(d) of the Securities Exchange Act of 1934, as amended.
 
 
 
 
 
SIGNATURES

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.

Date: November 14, 2014


  THE GOLDMAN SACHS GROUP, INC.  
       
 
By:
/s/ Kevin P. Treanor  
    Name: Kevin P. Treanor   
    Title:   Attorney-in-fact  
       

 
  GOLDMAN, SACHS & CO.  
       
 
By:
/s/ Kevin P. Treanor  
    Name: Kevin P. Treanor   
    Title:   Attorney-in-fact  
       

 
 
GS DIRECT, L.L.C.
  
       
 
By:
/s/ Kevin P. Treanor  
    Name: Kevin P. Treanor   
    Title:   Attorney-in-fact  
       

 
 
 
 

SCHEDULE I
 
The name of each director of The Goldman Sachs Group, Inc. is set forth below.

The business address of each person listed below is c/o Goldman, Sachs & Co., 200 West Street, New York, NY 10282.

Each person is a citizen of the United States of America except for Claes Dahlbäck, who is a citizen of Sweden, Lakshmi N. Mittal, who is a citizen of India, and Mark E. Tucker, who is a citizen of Great Britain.  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
 
   
Lloyd C. Blankfein
Chairman of the Board and Chief Executive Officer of The Goldman Sachs Group, Inc.
   
Gary D. Cohn
President and Chief Operating Officer of The Goldman Sachs Group, Inc.
   
M. Michele Burns
Center Fellow and Strategic Advisor, Stanford University Center on Longevity
   
Claes Dahlbäck
Senior Advisor to Investor AB and Foundation Asset Management
   
William W. George
Professor of Management Practice at the Harvard Business School and Former Chairman and Chief Executive Officer of Medtronic, Inc.
   
James A. Johnson
Chairman of Johnson Capital Partners
   
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.
   
Debora L. Spar
President of Barnard College
   
Mark E. Tucker
Executive Director, Group Chief Executive and President of AIA Group Limited
   
David A. Viniar
Former Chief Financial Officer of The Goldman Sachs Group, Inc.


 
 
 
 
 
 
 
SCHEDULE II-A

The name, position and present principal occupation of each executive officer of GS Direct, L.L.C. are set forth below.

The business address for all the executive officers listed below is c/o Goldman, Sachs & Co., 200 West Street, New York, New York 10282, except as follows: The business address of each of Philippe Camu, Martin A. Hintze, James H. Reynolds, Andrew E. Wolff, Matteo Botto Poala, Michael Bruun, Mike Ebeling, Matthias Hieber, Philippe H. Lenoble, Peter R. Lyneham, Richard Spencer, Michele Titi-Cappelli, Michael M. Furth, Penny McSpadden and Maximilliano Ramirez-Espain is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England. The business address of each of Stephanie Hui, Sean Fan, Wanlin Liu and Richard Zhu is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong.  The business address of each of Joseph P. DiSabato, David Campbell, Daniel Dees, George Lee, Stuart N. Bernstein and Radford Small is 555 California Street, San Francisco, CA 94104.  The business address of Patrick Tribolet and Michael Watts is 6011 Connection Drive, Irving, TX  75039.  The business address of each of Ankur Sahu and Vishal Bakshi is Rational House, 951-A, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025, India.  The business address of each of Tianqing Li and Richard Zhu is Winland International Center, 7 Finance Street, Xicheng District, Beijing 100033, People’s Republic of China.  The business address of each of Mitchell S. Weiss, Jason Levesque and Mark G. Riemann is 30 Hudson Street, Jersey City, NJ 07302-4699.

All executive officers listed below are United States citizens, except as follows: James H. Reynolds is a citizen of France; Adrian M. Jones and Michael M. Furth are citizens of Ireland; Martin Hintze, Mike Ebeling and Oliver Thym are citizens of Germany; Julian C. Allen, Anthony Arnold and Stephanie Hui are citizens of the United Kingdom; Philippe Camu and Philippe H. Lenoble are citizens of Belgium; Matteo Botto Poala and Michele Titi-Cappelli are citizens of Italy; Ankur Sahu and Vishal Bakshi are citizens of India; David Campbell and Peter Lyneham are citizens of Australia; Maximilliano Ramirez-Espain is a citizen of Spain; Nicole Agnew is a citizen of Canada; Matthias Hieber is a citizen of Austria; Michael Bruun is a citizen of Denmark; Sean Fan is a citizen of the People’s Republic of China; and Wanlin Liu, Tianquing Li and Richard Zhu are citizens of the People’s Republic of China (Hong Kong permanent residents).


Name
Position
Present Principal Occupation
     
Richard A. Friedman
Director and President
Managing Director of Goldman, Sachs & Co.
     
Philippe Camu
Vice President
Managing Director of Goldman Sachs International
     
Thomas G. Connolly
Vice President
Managing Director of Goldman, Sachs & Co.
     
Jack F. Daly
Vice President
Managing Director of Goldman, Sachs & Co.
     
Joseph P. DiSabato
Vice President
Managing Director of Goldman, Sachs & Co.
     
Elizabeth C. Fascitelli
Vice President and Treasurer
Managing Director of Goldman, Sachs & Co.
     
Bradley J. Gross
Vice President
Managing Director of Goldman, Sachs & Co.
     
Martin A. Hintze
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.
     
Alan S. Kava
Vice President
Managing Director of Goldman, Sachs & Co.
     
Michael E. Koester
Vice President
Managing Director of Goldman, Sachs & Co.
     
Scott Lebovitz
Vice President
Managing Director of Goldman, Sachs & Co.
     
Sanjeev K. Mehra
Vice President
Managing Director of Goldman, Sachs & Co.
     
Kenneth A. Pontarelli
Vice President
Managing Director of Goldman, Sachs & Co.
     
Sumit Rajpal
Vice President
Managing Director of Goldman, Sachs & Co.
     
James H. Reynolds
Vice President
Managing Director of Goldman Sachs International
     
Ankur Sahu
Vice President
Managing Director of Goldman Sachs (India) Securities Private Limited
     
Andrew E. Wolff
Vice President
Managing Director of Goldman Sachs International
     
Nicole Agnew
Vice President
Managing Director of Goldman, Sachs & Co.
     
Julian C. Allen
Vice President
Managing Director of Goldman, Sachs & Co.
     
Kirsten Anthony
Vice President
Managing Director of Goldman, Sachs & Co.
     
Anthony Arnold
Vice President
Managing Director of Goldman, Sachs & Co.
     
Vishal Bakshi
Vice President
Managing Director of Goldman Sachs (India) Securities Private Limited
     
Matteo Botto Poala
Vice President
Managing Director of Goldman Sachs International
     
Michael Bruun
Vice President
Managing Director of Goldman Sachs International
     
David Campbell
Vice President
Managing Director of Goldman, Sachs & Co.
     
T.J. Carella
Vice President
Managing Director of Goldman, Sachs & Co.
     
David Castelblanco
Vice President
Managing Director of Goldman, Sachs & Co.
     
Christopher A. Crampton
Vice President
Managing Director of Goldman, Sachs & Co.
     
Mike Ebeling
Vice President
Managing Director of Goldman Sachs International
     
Sean Fan
Vice President
Managing Director of Goldman Sachs (Asia) L.L.C.
     
Jeffrey M. Fine
Vice President
Managing Director of Goldman, Sachs & Co.
     
Charles H. Gailliot
Vice President
Managing Director of Goldman, Sachs & Co.
     
Matthias Hieber
Vice President
Managing Director of Goldman Sachs International
     
Jonathan Hunt
Vice President
Managing Director of Goldman, Sachs & Co.
     
Omer Ismail
Vice President
Managing Director of Goldman, Sachs & Co.
     
Walt Jackson
Vice President
Managing Director of Goldman, Sachs & Co.
     
Gilbert H. Klemann
Vice President
Managing Director of Goldman, Sachs & Co.
     
Philippe H. Lenoble
Vice President
Managing Director of Goldman Sachs International
     
Tianqing Li
Vice President
Managing Director of Goldman Sachs (Asia) L.L.C.
     
Wanlin Liu
Vice President
Managing Director of Goldman Sachs (Asia) L.L.C.
     
Peter R. Lyneham
Vice President
Managing Director of Goldman Sachs International
     
Eric Muller
Vice President
Managing Director of Goldman, Sachs & Co.
     
Elizabeth A. Overbay
Vice President
Managing Director of Goldman, Sachs & Co.
     
Edward Pallesen
Vice President
Managing Director of Goldman, Sachs & Co.
     
Spencer Sloan
Vice President
Managing Director of Goldman Sachs & Co.
     
Richard Spencer
Vice President
Managing Director of Goldman Sachs International
     
Michele Titi-Cappelli
Vice President
Managing Director of Goldman Sachs International
     
Oliver Thym
Vice President
Managing Director of Goldman, Sachs & Co.
     
Peter Vermette
Vice President
Managing Director of Goldman, Sachs & Co.
     
Peter A. Weidman
Vice President
Managing Director of Goldman, Sachs & Co.
     
Richard Zhu
Vice President
Managing Director of Goldman Sachs (Asia) L.L.C.
     
John E. Bowman
Director and Vice President
Managing Director of Goldman, Sachs & Co.
     
Michael M. Furth
Vice President
Managing Director of Goldman Sachs International
     
Eric Goldstein
Director, Vice President and Secretary
Managing Director of Goldman, Sachs & Co.
     
Penny McSpadden
Vice President
Managing Director of Goldman Sachs International
     
Maximilliano Ramirez-Espain
Vice President
Managing Director of Goldman Sachs International
     
Laurie E. Schmidt
Vice President
Managing Director of Goldman, Sachs & Co.
     
Patrick Tribolet
Vice President
Managing Director of Goldman Sachs International
     
Michael Watts
Vice President
Managing Director of Goldman, Sachs & Co.
     
Scott Kilpatrick
Vice President
Vice President of Goldman, Sachs & Co.
     
Kathryn Sloan
Vice President
Vice President of Goldman, Sachs & Co.
     
Clayton Wilmer
Vice President
Vice President of Goldman, Sachs & Co.
     
Wei Yan
Vice President
Vice President of Goldman, Sachs & Co.
     
David Thomas
Vice President, Assistant Secretary & General Counsel
Managing Director of Goldman, Sachs & Co.
     
Mitchell S. Weiss
Vice President &Assistant Treasurer
Managing Director of Goldman, Sachs & Co.
     
Jason Levesque
Vice President & Assistant Treasurer
Vice President of Goldman, Sachs & Co.
     
Mark G. Riemann
Vice President & Assistant Treasurer
Managing Director of Goldman, Sachs & Co.
     
Getty Chin
Assistant Treasurer
Managing Director of Goldman, Sachs & Co.
     
Kirsten Frivold
Assistant Treasurer
Managing Director of Goldman, Sachs & Co.
     
Daniel Dees
Vice President
Managing Director of Goldman, Sachs & Co.
     
George Lee
Vice President
Managing Director of Goldman, Sachs & Co.
     
Gregg R. Lemkau
Vice President
Managing Director of Goldman, Sachs & Co.
     
Jeffrey W. Schroeder
Vice President
Managing Director of Goldman, Sachs & Co.
     
Stuart N. Bernstein
Vice President
Managing Director of Goldman, Sachs & Co.
     
Brian W. Bolster
Vice President
Managing Director of Goldman, Sachs & Co.
     
Radford Small
Vice President
Managing Director of Goldman, Sachs & Co.
     
Elizabeth E. Robinson
Vice President
Managing Director of Goldman, Sachs & Co.
     
Steven M. Bunson
Vice President
Managing Director of Goldman, Sachs & Co.
     
Donald Earl
Vice President
Vice President of Goldman, Sachs & Co.
 
 
 
 
 
SCHEDULE II-B
 
The name and principal occupation of each member of the Corporate Investment Committee of the Merchant Banking Division of Goldman, Sachs & Co., which exercises the authority of Goldman, Sachs & Co. in managing GS Direct, L.L.C. are set forth below.

The business address for each member listed below is c/o Goldman, Sachs & Co., 200 West Street, New York, New York 10282, except as follows: The business address of each of Martin A. Hintze, James Reynolds and Andrew E. Wolff is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England.  The business address of each of Stephanie Hui is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong.  The business address of  Ankur A. Sahu is Rational House, 951-A Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025, India.

All members listed below are United States citizens, except as follows: Stephanie Hui is a citizen of the United Kingdom; James Reynolds is a citizen of France; Adrian M. Jones is a citizen of Ireland; Martin A. Hintze is a citizen of Germany; and Ankur A. Sahu is a citizen of India.
 
 
Name
Present Principal Occupation
   
Richard A. Friedman
Managing Director of Goldman, Sachs & Co.
   
Thomas G. Connolly
Managing Director of Goldman, Sachs & Co.
   
John F. Daly
Managing Director of Goldman, Sachs & Co.
   
Joe DiSabato
Managing Director of Goldman, Sachs & Co.
   
Elizabeth C. Fascitelli
Managing Director of Goldman, Sachs & Co.
   
Joseph H. Gleberman
Managing Director of Goldman, Sachs & Co.
   
Bradley J. Gross
Managing Director of Goldman, Sachs & Co.
   
Martin A Hintze
Managing Director of Goldman, Sachs International
   
Stephanie Hui
Managing Director of Goldman Sachs (Asia) L.L.C.
   
Adrian M. Jones
Managing Director of Goldman, Sachs & Co.
   
Michael E. Koester
Managing Director of Goldman, Sachs & Co.
   
Scott Lebovitz
Managing Director of Goldman, Sachs & Co.
   
Sanjeev K. Mehra
Managing Director of Goldman, Sachs & Co.
   
Kenneth A. Pontarelli
Managing Director of Goldman, Sachs & Co.
   
Sumit Rajpal
Managing Director of Goldman, Sachs & Co.
   
James Reynolds
Managing Director of Goldman, Sachs International
   
Ankur A. Sahu
Managing Director of Goldman Sachs (India) Securities Private Limited
   
Andrew E. Wolff
Managing Director of Goldman Sachs International