GS Direct, L.L.C.

SEC source: 0000769993-18-000399 · ownershipdoc06202018093112.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO. LLC · CIK 0000769993 · 10% owner

GS Direct, L.L.C. · CIK 0001415176 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 649,296

F2 · shares: Pursuant to an underwriting agreement, dated June 14, 2018 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of common stock, par value $0.25 per share (the "Common Stock"), of Griffon Corporation (the "Company"), pursuant to the final prospectus supplement dated June 14, 2018, which offering was consummated on June 19, 2018 (the "Registered Public Offering"), the underwriters purchased shares of Common Stock from the selling shareholder, GS Direct. GS Direct sold an aggregate of 4,855,109 shares of Common Stock. Goldman Sachs was one of the underwriters under the Underwriting Agreement.

F3 · shares: Pursuant to the Underwriting Agreement and in connection with the Registered Public Offering, the underwriters exercised their option (the "Over-Allotment Option") to purchase additional shares of Common Stock from the selling shareholder, GS Direct. On June 19, 2018, the Over-Allotment Option was consummated and in connection with such sale to the underwriters, GS Direct sold an additional 728,266 shares of Common Stock pursuant to the underwriters' exercise of the Over-Allotment Option.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs") and GS Direct, L.L.C. ("GS Direct", and together with GS Group and Goldman Sachs, the "Reporting Persons"). The Reporting Persons each disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any.

F4 · ownership.nature: Following the sale of shares by GS Direct, Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 649,296 shares of Common Stock and Goldman Sachs also had open short positions of 558,825 shares of Common Stock, reflecting changes due to exempt transactions.

SEC source: 0000769993-18-000157 · ownershipdoc01292018065120.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO. LLC · CIK 0000769993 · 10% owner

GS Direct, L.L.C. · CIK 0001415176 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 5,591,565

F2 · shares: On January 31, 2018, 4,489 shares of common stock, par value $0.25 per share (the "Common Stock"), of Griffon Corporation (the "Company") were 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 2016 Equity Incentive Plan (the "Plan"). The grant of 4,489 shares vests one third on each of the next three anniversaries of the grant date, which was January 31, 2018.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC("Goldman Sachs") and GS Direct, L.L.C. ("GS Direct", and together with GS Group and Goldman Sachs, the "Reporting Persons").

F3 · ownership.nature: GS Group beneficially owns directly 6,877 shares of Common Stock. GS Group may be deemed to beneficially own 29,132 shares of Common Stock granted to Mr. Bradley J. Gross, a managing director of Goldman Sachs, in his capacity as a director of the Company, consisting of 11,889 shares of Common Stock granted to Mr. Gross pursuant to the Plan, 15,366 shares of Common Stock granted to Mr. Gross 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. Mr. Gross has an understanding with GS Group pursuant to which he holds such securities for the benefit of GS Group.

F4 · ownership.nature: GS Group and Goldman Sachs may be deemed to beneficially own indirectly, in the aggregate, 5,555,556 shares of the Company's Common Stock, beneficially owned directly by GS Direct. Goldman Sachs and GS Direct are subsidiaries of GS Group. Goldman Sachs is the manager of GS Direct. The Reporting Persons each disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any. Goldman Sachs has net open short positions of 299,436 shares of Common Stock.

SEC source: 0000769993-17-000233 · ownershipdoc01302017102706.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS Direct, L.L.C. · CIK 0001415176 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 5,587,076

F2 · shares: On January 31, 2017, 3,700 shares of common stock, par value $0.25 per share (the "Common Stock"), of Griffon Corporation (the "Company") were 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 2016 Equity Incentive Plan (the "Plan"). The grant of 3,700 shares vests one third on each of the next three anniversaries of the grant date, which was January 31, 2017.

F1 · ownership.nature: This statement is being filed by 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").

F3 · ownership.nature: GS Group beneficially owns directly 6,877 shares of Common Stock. GS Group may be deemed to beneficially own 24,643 shares of Common Stock granted to Mr. Bradley J. Gross, a managing director of Goldman Sachs, in his capacity as a director of the Company, consisting of 7,400 shares of Common Stock granted to Mr. Gross pursuant to the Plan, 15,366 shares of Common Stock granted to Mr. Gross 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. Mr. Gross has an understanding with GS Group pursuant to which he holds such securities for the benefit of GS Group.

F4 · ownership.nature: GS Group and Goldman Sachs may be deemed to beneficially own indirectly, in the aggregate, 5,555,556 shares of the Company's Common Stock, beneficially owned directly by GS Direct. Goldman Sachs and GS Direct are subsidiaries of GS Group. Goldman Sachs is the manager of GS Direct. The Reporting Persons each disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any. Goldman Sachs has net open short positions of 555,720 shares of Common Stock.

SEC source: 0000769993-16-001204 · ownershipdoc02012016010151.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS Direct, L.L.C. · CIK 0001415176 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 5,583,376

F2 · shares: On January 29, 2016, 3,700 shares of common stock, par value $0.25 per share (the "Common Stock"), of Griffon Corporation (the "Company") were 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 2016 Equity Incentive Plan (the "Plan"). The grant of 3,700 shares vests one third on each of the next three anniversaries of the grant date, which was January 29, 2016.

F1 · ownership.nature: This statement is being filed by 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").

F3 · ownership.nature: GS Group beneficially owns directly 6,877 shares of Common Stock. GS Group may be deemed to beneficially own 20,943 shares of Common Stock granted to Mr. Bradley J. Gross, a managing director of Goldman Sachs, in his capacity as a director of the Company, consisting of 3,700 shares of Common Stock granted to Mr. Gross pursuant to the Plan, 15,366 shares of Common Stock granted to Mr. Gross 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. Mr. Gross has an understanding with GS Group pursuant to which he holds such securities for the benefit of GS Group.

F4 · ownership.nature: GS Group and Goldman Sachs may be deemed to beneficially own indirectly, in the aggregate, 5,555,556 shares of the Company's Common Stock, beneficially owned directly by GS Direct. Goldman Sachs and GS Direct are wholly-owned subsidiaries of GS Group. Goldman Sachs is the manager of GS Direct. The Reporting Persons each disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any. Goldman Sachs has net open short positions of 310,572 shares of Common Stock.

SEC source: 0000769993-15-000089 · ownershipdoc01312015050508.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS Direct, L.L.C. · CIK 0001415176 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 5,579,676

F2 · shares: On January 29, 2015, 3,700 shares of common stock, par value $0.25 per share (the "Common Stock"), of Griffon Corporation (the "Company") were 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 (the "Plan"). The grant of 3,700 shares vests one third on each of the next three anniversaries of the grant date, which was January 29, 2015.

F1 · ownership.nature: This statement is being filed by 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").

F3 · ownership.nature: GS Group beneficially owns directly 6,877 shares of Common Stock. GS Group may be deemed to beneficially own 17,243 shares of Common Stock, consisting of 15,366 shares of Common Stock granted to Mr. 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. Mr. Gross has an understanding with GS Group pursuant to which he holds such securities for the benefit of GS Group.

F4 · ownership.nature: GS Group and Goldman Sachs may be deemed to beneficially own indirectly, in the aggregate, 5,555,556 shares of the Company's Common Stock, beneficially owned directly by GS Direct. Goldman Sachs and GS Direct are wholly-owned subsidiaries of GS Group. Goldman Sachs is the manager of GS Direct. The Reporting Persons each disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any. Goldman Sachs has net open short positions of 310,572 shares of Common Stock.

SEC source: 0000769993-14-000555 · ownershipdoc09132014034357.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS Direct, L.L.C. · CIK 0001415176 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

F2 · kind: Pursuant to an agreement and plan of merger, dated as of May 19, 2014 by and among Aeroflex Holding Corp. (the "Company"), Cobham plc ("Cobham") and Army Acquisition Corp. ("Merger Sub"), a wholly-owned subsidiary of Cobham, as amended by Amendment No. 1 to the Merger Agreement, dated as of August 15, 2014, Merger Sub merged with and into the Company. The merger was consummated on September 12, 2014. The Company was the surviving corporation and, as a result of the merger, became a wholly-owned subsidiary of Cobham.

F3 · price: Each share of the common stock, par value $0.01 per share of the Company issued and outstanding immediately prior to the effective time of the merger was cancelled and automatically converted into the right to receive $10.50 in cash, without interest, and less any applicable withholding taxes.

F1 · ownership.nature: This statement is being filed by 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"). Each of Goldman Sachs and GS Direct is a wholly-owned subsidiary of GS Group. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any.

F2 · ownership.nature: Pursuant to an agreement and plan of merger, dated as of May 19, 2014 by and among Aeroflex Holding Corp. (the "Company"), Cobham plc ("Cobham") and Army Acquisition Corp. ("Merger Sub"), a wholly-owned subsidiary of Cobham, as amended by Amendment No. 1 to the Merger Agreement, dated as of August 15, 2014, Merger Sub merged with and into the Company. The merger was consummated on September 12, 2014. The Company was the surviving corporation and, as a result of the merger, became a wholly-owned subsidiary of Cobham.

F3 · ownership.nature: Each share of the common stock, par value $0.01 per share of the Company issued and outstanding immediately prior to the effective time of the merger was cancelled and automatically converted into the right to receive $10.50 in cash, without interest, and less any applicable withholding taxes.

SEC source: 0000769993-14-000084 · ownershipdoc02032014085146.xml · nonDerivative · entry 1

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GS Direct, L.L.C. · CIK 0001415176 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 5,575,976

F2 · shares: On January 30, 2014, 3,333 shares of common stock, par value $0.25 per share (the "Common Stock"), of Griffon Corporation (the "Company") were 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 (the "Plan"). The grant of 3,333 shares vests one third on each of the next three anniversaries of the grant date, which was January 30, 2014.

F1 · ownership.nature: This statement is being filed by 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").

F3 · ownership.nature: GS Group beneficially owns directly 6,877 shares of Common Stock. GS Group may be deemed to beneficially own 13,543 shares of Common Stock, consisting of 11,666 shares of Common Stock granted to Mr. 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. Mr. Gross has an understanding with GS Group pursuant to which he holds such securities for the benefit of GS Group.

F4 · ownership.nature: GS Group and Goldman Sachs may be deemed to beneficially own indirectly, in the aggregate, 5,555,556 shares of the Company's Common Stock, beneficially owned directly by GS Direct. Goldman Sachs and GS Direct are wholly-owned subsidiaries of GS Group. Goldman Sachs is the manager of GS Direct. The Reporting Persons each disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any. Goldman Sachs has net open short positions of 310,572 shares of Common Stock.

SEC source: 0001140361-13-045970 · doc1.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS Direct, L.L.C. · CIK 0001415176 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 5,572,643

F2 · shares: On December 10, 2013, GS Direct sold 4,444,444 shares of common stock, par value $0.25 per share (the "Common Stock"), of Griffon Corporation (the "Company") to the Company at a price of $11.25 per share (the "Repurchase Transaction") pursuant to that certain Purchase Agreement, dated as of November 13, 2013, between GS Direct and the Company. The securities reported herein as indirectly sold were beneficially owned directly by GS Direct and may be deemed to have been indirectly owned by GS Group and Goldman Sachs. Goldman Sachs and GS Direct are wholly-owned subsidiaries of GS Group. Goldman Sachs is the manager of GS Direct. The Reporting Persons each disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any.

F1 · ownership.nature: This statement is being filed by 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").

F2 · ownership.nature: On December 10, 2013, GS Direct sold 4,444,444 shares of common stock, par value $0.25 per share (the "Common Stock"), of Griffon Corporation (the "Company") to the Company at a price of $11.25 per share (the "Repurchase Transaction") pursuant to that certain Purchase Agreement, dated as of November 13, 2013, between GS Direct and the Company. The securities reported herein as indirectly sold were beneficially owned directly by GS Direct and may be deemed to have been indirectly owned by GS Group and Goldman Sachs. Goldman Sachs and GS Direct are wholly-owned subsidiaries of GS Group. Goldman Sachs is the manager of GS Direct. The Reporting Persons each disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any.

F3 · ownership.nature: GS Group may be deemed to beneficially own, in the aggregate, 17,087 shares of Common Stock, consisting of 8,333 shares of Common Stock granted to Mr. 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 (the "Plan"), 5,000 shares of Common Stock granted to Gerald J. Cardinale, a former managing director of Goldman Sachs, pursuant to the Plan and 1,877 shares of Common Stock granted to each of Mr. Gross and Mr. Cardinale pursuant to the Company's Outside Director Stock Award Plan. Mr. Gross has an understanding with GS Group pursuant to which he holds such securities for the benefit of GS Group.

F4 · ownership.nature: GS Group and Goldman Sachs may be deemed to beneficially own indirectly, in the aggregate, 5,555,556 shares of the Company's Common Stock beneficially owned directly by GS Direct following the Repurchase Transaction. The Reporting Persons each disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any. Goldman Sachs has net open short positions of 310,572 shares of Common Stock.

SEC source: 0000769993-13-000119 · ownershipdoc01292013042032.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS Direct, L.L.C. · CIK 0001415176 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 10,017,087

F2 · shares: On January 30, 2013, 3,333 shares of common stock, par value $0.25 per share (the "Common Stock"), of Griffon Corporation (the "Company") were 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 (the "Plan"). The grant of 3,333 shares vests one third on each of the next three anniversaries of the grant date, which was January 30, 2013.

F1 · ownership.nature: This statement is being filed by 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").

F3 · ownership.nature: GS Group may be deemed to beneficially own, in the aggregate, 17,087 shares of Common Stock, consisting of 8,333 shares of Common Stock granted to Bradley J. Gross pursuant to the Plan, 5,000 shares of Common Stock granted to Gerald J. Cardinale, a former managing director of Goldman Sachs, pursuant to the Plan and 1,877 shares of Common Stock granted to each of Bradley J. Gross and Gerald J. Cardinale pursuant to the Company's Outside Director Stock Award Plan. Messrs. Cardinale and Gross each has an understanding with GS Group pursuant to which he holds such securities for the benefit of GS Group. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F4 · ownership.nature: GS Group and Goldman Sachs may be deemed to beneficially own indirectly, in the aggregate, 10,000,000 shares of the Company's Common Stock, beneficially owned directly by GS Direct. Goldman Sachs and GS Direct are wholly-owned subsidiaries of GS Group. Goldman Sachs is the manager of GS Direct. The Reporting Persons each disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any. Goldman Sachs has net open short positions of 310,572 shares of Common Stock.

SEC source: 0001140361-12-053157 · doc1.xml · nonDerivative · entry 2

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS Direct, L.L.C. · CIK 0001415176 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 13,024,025

F1 · ownership.nature: This statement is being filed by 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"). Each of Goldman Sachs and GS Direct is a wholly-owned subsidiary of GS Group.

F2 · ownership.nature: Following the transactions reported herein, GS Group and Goldman Sachs may be deemed to beneficially own indirectly 13,024,025 shares of common stock, par value $0.01 per share (the "Common Stock"), of Aeroflex Holding Corp. ("Aeroflex Holding") by reason of the indirect beneficial ownership of such shares by GS Direct. Following the transactions reported herein, GS Direct may be deemed to beneficially own indirectly 13,024,025 shares of Common Stock by reason of the direct beneficial ownership of such shares by VGG Holding LLC ("VGG"). The membership interests of VGG are held by a private investor group, which includes GS Direct. GS Direct owns 22.0% of the class A membership interests of VGG. Goldman Sachs serves as the manager of GS Direct. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F3 · ownership.nature: Pursuant to the terms of the limited liability company operating agreement governing VGG and the terms of a Redemption Agreement among VGG and certain members of VGG (the "Redeeming Members"), on December 27, 2012, VGG redeemed from the Redeeming Members all of their class A membership interests of VGG in exchange for an aggregate of 963,447 shares of Common Stock. Immediately following such exchange, pursuant to the Redemption Agreement, VGG purchased these 963,447 shares of Common Stock from the Redeeming Members. The redemption of the Redeeming Members' class A membership interests, and the prior reduction in outstanding Class B and B-1 membership interests of VGG, increased the percentage of the membership interests of VGG held by the holders of class A membership interests of VGG on a pro rata basis.

SEC source: 0001140361-12-053157 · doc1.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS Direct, L.L.C. · CIK 0001415176 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 12,830,979

F3 · kind: Pursuant to the terms of the limited liability company operating agreement governing VGG and the terms of a Redemption Agreement among VGG and certain members of VGG (the "Redeeming Members"), on December 27, 2012, VGG redeemed from the Redeeming Members all of their class A membership interests of VGG in exchange for an aggregate of 963,447 shares of Common Stock. Immediately following such exchange, pursuant to the Redemption Agreement, VGG purchased these 963,447 shares of Common Stock from the Redeeming Members. The redemption of the Redeeming Members' class A membership interests, and the prior reduction in outstanding Class B and B-1 membership interests of VGG, increased the percentage of the membership interests of VGG held by the holders of class A membership interests of VGG on a pro rata basis.

F3 · price: Pursuant to the terms of the limited liability company operating agreement governing VGG and the terms of a Redemption Agreement among VGG and certain members of VGG (the "Redeeming Members"), on December 27, 2012, VGG redeemed from the Redeeming Members all of their class A membership interests of VGG in exchange for an aggregate of 963,447 shares of Common Stock. Immediately following such exchange, pursuant to the Redemption Agreement, VGG purchased these 963,447 shares of Common Stock from the Redeeming Members. The redemption of the Redeeming Members' class A membership interests, and the prior reduction in outstanding Class B and B-1 membership interests of VGG, increased the percentage of the membership interests of VGG held by the holders of class A membership interests of VGG on a pro rata basis.

F1 · ownership.nature: This statement is being filed by 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"). Each of Goldman Sachs and GS Direct is a wholly-owned subsidiary of GS Group.

F2 · ownership.nature: Following the transactions reported herein, GS Group and Goldman Sachs may be deemed to beneficially own indirectly 13,024,025 shares of common stock, par value $0.01 per share (the "Common Stock"), of Aeroflex Holding Corp. ("Aeroflex Holding") by reason of the indirect beneficial ownership of such shares by GS Direct. Following the transactions reported herein, GS Direct may be deemed to beneficially own indirectly 13,024,025 shares of Common Stock by reason of the direct beneficial ownership of such shares by VGG Holding LLC ("VGG"). The membership interests of VGG are held by a private investor group, which includes GS Direct. GS Direct owns 22.0% of the class A membership interests of VGG. Goldman Sachs serves as the manager of GS Direct. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F3 · ownership.nature: Pursuant to the terms of the limited liability company operating agreement governing VGG and the terms of a Redemption Agreement among VGG and certain members of VGG (the "Redeeming Members"), on December 27, 2012, VGG redeemed from the Redeeming Members all of their class A membership interests of VGG in exchange for an aggregate of 963,447 shares of Common Stock. Immediately following such exchange, pursuant to the Redemption Agreement, VGG purchased these 963,447 shares of Common Stock from the Redeeming Members. The redemption of the Redeeming Members' class A membership interests, and the prior reduction in outstanding Class B and B-1 membership interests of VGG, increased the percentage of the membership interests of VGG held by the holders of class A membership interests of VGG on a pro rata basis.

SEC source: 0000769993-12-000528 · ownershipdoc08062012091548.xml · derivative · entry 3

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS Direct, L.L.C. · CIK 0001415176 · 10% owner

GOLDMAN SACHS INVESTMENT PARTNERS MASTER FUND, L.P. · CIK 0001420393 · 10% owner

GOLDMAN SACHS INVESTMENT PARTNERS GP, LLC · CIK 0001420390 · 10% owner

GOLDMAN SACHS PRIVATE EQUITY CONCENTRATED HEALTHCARE OFFSHORE ADVISORS,INC. · CIK 0001554868 · 10% owner

GOLDMAN SACHS PRIVATE EQUITY CONCENTRATED HEALTHCARE FUND OFFSHORE HOLDINGS, L.P. · CIK 0001554841 · 10% owner

GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004, L.P. · CIK 0001473569 · 10% owner

GOLDMAN SACHS PEP 2004 ADVISORS, L.L.C. · CIK 0001473555 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Class A Common Stock · 7,089,681 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_price: See Exhibit 99.1 for text of footnote (3).

F3 · price: See Exhibit 99.1 for text of footnote (3).

F3 · derivative.exercise_date: See Exhibit 99.1 for text of footnote (3).

F3 · derivative.expiration_date: See Exhibit 99.1 for text of footnote (3).

F1 · ownership.nature: See Exhibit 99.1 for text of footnote (1).

F2 · ownership.nature: See Exhibit 99.1 for text of footnote (2).

F3 · ownership.nature: See Exhibit 99.1 for text of footnote (3).

F4 · ownership.nature: See Exhibit 99.1 for text of footnote (4).

F5 · ownership.nature: See Exhibit 99.1 for text of footnote (5).

SEC source: 0000769993-12-000528 · ownershipdoc08062012091548.xml · derivative · entry 2

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS Direct, L.L.C. · CIK 0001415176 · 10% owner

GOLDMAN SACHS INVESTMENT PARTNERS MASTER FUND, L.P. · CIK 0001420393 · 10% owner

GOLDMAN SACHS INVESTMENT PARTNERS GP, LLC · CIK 0001420390 · 10% owner

GOLDMAN SACHS PRIVATE EQUITY CONCENTRATED HEALTHCARE OFFSHORE ADVISORS,INC. · CIK 0001554868 · 10% owner

GOLDMAN SACHS PRIVATE EQUITY CONCENTRATED HEALTHCARE FUND OFFSHORE HOLDINGS, L.P. · CIK 0001554841 · 10% owner

GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004, L.P. · CIK 0001473569 · 10% owner

GOLDMAN SACHS PEP 2004 ADVISORS, L.L.C. · CIK 0001473555 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Class B Common Stock · 7,089,681 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_price: See Exhibit 99.1 for text of footnote (3).

F3 · price: See Exhibit 99.1 for text of footnote (3).

F3 · derivative.exercise_date: See Exhibit 99.1 for text of footnote (3).

F3 · derivative.expiration_date: See Exhibit 99.1 for text of footnote (3).

F1 · ownership.nature: See Exhibit 99.1 for text of footnote (1).

F2 · ownership.nature: See Exhibit 99.1 for text of footnote (2).

F3 · ownership.nature: See Exhibit 99.1 for text of footnote (3).

SEC source: 0000769993-12-000528 · ownershipdoc08062012091548.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS Direct, L.L.C. · CIK 0001415176 · 10% owner

GOLDMAN SACHS INVESTMENT PARTNERS MASTER FUND, L.P. · CIK 0001420393 · 10% owner

GOLDMAN SACHS INVESTMENT PARTNERS GP, LLC · CIK 0001420390 · 10% owner

GOLDMAN SACHS PRIVATE EQUITY CONCENTRATED HEALTHCARE OFFSHORE ADVISORS,INC. · CIK 0001554868 · 10% owner

GOLDMAN SACHS PRIVATE EQUITY CONCENTRATED HEALTHCARE FUND OFFSHORE HOLDINGS, L.P. · CIK 0001554841 · 10% owner

GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004, L.P. · CIK 0001473569 · 10% owner

GOLDMAN SACHS PEP 2004 ADVISORS, L.L.C. · CIK 0001473555 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 7,643,526

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · price: See Exhibit 99.1 for text of footnote (3).

F1 · ownership.nature: See Exhibit 99.1 for text of footnote (1).

F2 · ownership.nature: See Exhibit 99.1 for text of footnote (2).

F3 · ownership.nature: See Exhibit 99.1 for text of footnote (3).

F4 · ownership.nature: See Exhibit 99.1 for text of footnote (4).

F5 · ownership.nature: See Exhibit 99.1 for text of footnote (5).

SEC source: 0000769993-12-000074 · gff420120131gsg_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS Direct, L.L.C. · CIK 0001415176 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 10,013,754

F2 · shares: On January 31, 2012, in the aggregate, 5,000 shares of common stock, par value $0.25 per share (the "Common Stock") of Griffon Corporation (the "Company") were granted as 2,500 shares of Common Stock to each of Gerald J. Cardinale and Bradley J. Gross, each a managing director of Goldman Sachs, in their capacity as directors of the Company pursuant to the Company's 2011 Equity Incentive Plan (the "Plan"). Each grant of 2,500 shares vests one third on each of the next three anniversaries of the grant date, which was January 31, 2012.

F1 · ownership.nature: This statement is being filed by 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").

F3 · ownership.nature: GS Group may be deemed to beneficially own, in the aggregate, 13,754 shares of Common Stock, consisting of 5,000 shares of common stock granted to each of Gerald J. Cardinale and Bradley J. Gross (each a "Director") pursuant to the Plan and 1,877 shares of Common Stock granted to each Director pursuant to the Outside Director Stock Award Plan. Messrs. Cardinale and Gross each has an understanding with GS Group pursuant to which he holds such securities for the benefit of GS Group. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F4 · ownership.nature: GS Group and Goldman Sachs may be deemed to beneficially own indirectly, in the aggregate, 10,000,000 shares of the Company's Common Stock, beneficially owned directly by GS Direct. Goldman Sachs and GS Direct are wholly-owned subsidiaries of GS Group. Goldman Sachs is the manager of GS Direct. The Reporting Persons each disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any. Goldman Sachs has net open short positions of 310,572 shares of Common Stock. The decrease in Goldman Sachs' net open short position is the result of a change of its information barriers as a result of an internal reorganization.

SEC source: 0000769993-11-000586 · arx420110822gsg_ex.xml · nonDerivative · entry 2

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS Direct, L.L.C. · CIK 0001415176 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 12,764,010

F1 · ownership.nature: This statement is being filed by 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"). Each of Goldman Sachs and GS Direct is a wholly-owned subsidiary of GS Group.

F2 · ownership.nature: GS Group and Goldman Sachs may be deemed to beneficially own indirectly 12,764,010 shares of common stock, par value $0.01 per share (the "Common Stock"), of Aeroflex Holding Corp. ("Aeroflex Holding") by reason of the indirect beneficial ownership of such shares by GS Direct. GS Direct may be deemed to beneficially own indirectly 12,764,010 shares of Common Stock by reason of the direct beneficial ownership of such shares by VGG Holding LLC ("VGG"). The membership interests of VGG are held by a private investor group, which includes GS Direct. GS Direct owns 21.7% of the class A membership interests of VGG. Goldman Sachs serves as the manager of GS Direct. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F3 · ownership.nature: The Common Stock of Aeroflex Holding reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs and may be deemed to have been beneficially owned indirectly by GS Group. Without admitting any legal obligation, Goldman Sachs or another wholly-owned subsidiary of GS Group will remit appropriate profits, if any, to Aeroflex Holding.

SEC source: 0000769993-11-000586 · arx420110822gsg_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS Direct, L.L.C. · CIK 0001415176 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 12,769,010

F1 · ownership.nature: This statement is being filed by 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"). Each of Goldman Sachs and GS Direct is a wholly-owned subsidiary of GS Group.

F2 · ownership.nature: GS Group and Goldman Sachs may be deemed to beneficially own indirectly 12,764,010 shares of common stock, par value $0.01 per share (the "Common Stock"), of Aeroflex Holding Corp. ("Aeroflex Holding") by reason of the indirect beneficial ownership of such shares by GS Direct. GS Direct may be deemed to beneficially own indirectly 12,764,010 shares of Common Stock by reason of the direct beneficial ownership of such shares by VGG Holding LLC ("VGG"). The membership interests of VGG are held by a private investor group, which includes GS Direct. GS Direct owns 21.7% of the class A membership interests of VGG. Goldman Sachs serves as the manager of GS Direct. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F3 · ownership.nature: The Common Stock of Aeroflex Holding reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs and may be deemed to have been beneficially owned indirectly by GS Group. Without admitting any legal obligation, Goldman Sachs or another wholly-owned subsidiary of GS Group will remit appropriate profits, if any, to Aeroflex Holding.

SEC source: 0000769993-11-000337 · gff420110203gsg_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS Direct, L.L.C. · CIK 0001415176 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 10,008,754

F2 · shares: On February 11, 2011, in the aggregate, 5,000 shares of common stock, par value $0.25 per share (the "Common Stock") of Griffon Corporation (the "Company") were granted as 2,500 shares of Common Stock to each of Gerald J. Cardinale and Bradley J. Gross, each a managing director of Goldman Sachs, in their capacity as directors of the Company pursuant to the Company's 2011 Equity Incentive Plan (the "Plan"). Each grant of 2,500 shares vests one third on each of the next three anniversaries of the grant date, which was February 11, 2011.

F1 · ownership.nature: This statement is being filed by 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").

F3 · ownership.nature: GS Group may be deemed to beneficially own, in the aggregate, 8,754 shares of Common Stock, consisting of 2,500 shares of common stock granted to each of Gerald J. Cardinale and Bradley J. Gross (each a "Director") pursuant to the Plan and 1,877 shares of Common Stock granted to each Director pursuant to the Outside Director Stock Award Plan. Messrs. Cardinale and Gross each has an understanding with GS Group pursuant to which he holds such securities for the benefit of GS Group. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F4 · ownership.nature: GS Group and Goldman Sachs may be deemed to beneficially own indirectly, in the aggregate, 10,000,000 shares of the Company's Common Stock, beneficially owned directly by GS Direct. Goldman Sachs and GS Direct are wholly-owned subsidiaries of GS Group. Goldman Sachs is the manager of GS Direct. The Reporting Persons each disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any. Goldman Sachs has net open short positions of 312,986 shares of Common Stock, reflecting changes due to exempt transactions.

SEC source: 0000769993-10-000077 · gff420100204gsg_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS Direct, L.L.C. · CIK 0001415176 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 10,003,754

F2 · shares: On February 4, 2010, 1,632 shares of common stock, par value $0.25 per share (the "Common Stock") of Griffon Corporation (the "Company") were granted as 816 shares of Common Stock to each of Gerald J. Cardinale and Bradley J. Gross, each a managing director of Goldman Sachs, in their capacity as directors of the Company pursuant to the Company's Outside Director Stock Award Plan (the "Plan"). Each grant of 816 shares vests one third on each of the next three anniversaries of the grant date, which was February 4, 2010.

F1 · ownership.nature: This statement is being filed by 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").

F3 · ownership.nature: GS Group may be deemed to beneficially own 3,754 shares of Common Stock pursuant to the Plan, consisting of 1,877 shares of Common Stock granted to each of Gerald J. Cardinale and Bradley J. Gross. Messrs. Cardinale and Gross each has an understanding with GS Group pursuant to which he holds such securities for the benefit of GS Group. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F4 · ownership.nature: GS Group and Goldman Sachs may be deemed to beneficially own indirectly, in the aggregate, 10,000,000 shares of the Company's Common Stock, beneficially owned directly by GS Direct. Goldman Sachs and GS Direct are wholly-owned subsidiaries of GS Group. Goldman Sachs is the manager of GS Direct. The Reporting Persons each disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. Goldman Sachs has net open short positions of 312,986 shares of Common Stock, reflecting changes due to exempt transactions.

SEC source: 0000769993-09-000272 · gff420090204gsg_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS Direct, L.L.C. · CIK 0001415176 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 10,002,122

F2 · shares: On February 4, 2009, 2,122 shares of common stock, par value $0.25 per share (the "Common Stock") of Griffon Corporation (the "Company") were granted as 1,061 shares of Common Stock to each of Gerald J. Cardinale and Bradley J. Gross, each a managing director of Goldman Sachs, in their capacity as directors of the Company pursuant to the Company's Outside Director Stock Award Plan (the "Plan"). Each grant of 1,061 shares vests one third on each of the next three anniversaries of the grant date, which was February 4, 2009.

F1 · ownership.nature: This statement is being filed by 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").

F3 · ownership.nature: GS Group may be deemed to beneficially own 2,122 shares of Common Stock pursuant to the Plan, consisting of 1,061 shares of Common Stock granted to each of Gerald J. Cardinale and Bradley J. Gross. Messrs. Cardinale and Gross each has an understanding with GS Group pursuant to which he holds such securities for the benefit of GS Group. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F4 · ownership.nature: GS Group and Goldman Sachs may be deemed to beneficially own indirectly, in the aggregate, 10,000,000 shares of the Company's Common Stock, beneficially owned directly by GS Direct. Goldman Sachs and GS Direct are wholly-owned subsidiaries of GS Group. Goldman Sachs is the manager of GS Direct. The Reporting Persons each disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. Goldman Sachs has net open short positions of 312,989 shares of Common Stock.

SEC source: 0000895345-08-000340 · rs4-waste_gsgroupex.xml · nonDerivative · entry 3

GOLDMAN SACHS GROUP INC · CIK 0000886982 · See FN (1) (2) (3) (4) (5)

GS Direct, L.L.C. · CIK 0001415176 · See FN (1) (2) (3) (4) (5)

GOLDMAN SACHS & CO · CIK 0000769993 · See FN (1) (2) (3) (4) (5)

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

F1 · kind: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), and GS Direct, L.L.C. ("GS Direct" and collectively with GS Group and Goldman Sachs, the "Reporting Persons").

F2 · kind: On May 9, 2008, pursuant to the terms of the merger agreement by and among the Issuer, Marlin HoldCo LP and Marlin MergeCo Inc. ("Merger Sub"), Articles of Merger were filed with the North Carolina Secretary of State and, as a result thereof, Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and the indirect wholly-owned subsidiary of Marlin HoldCo LP. As a result of the Merger, the Issuer no longer has any securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, and accordingly each Reporting Person no longer will be deemed to constitute a "group" with Lonnie C. Poole Jr., the Chairman of the Issuer, Jim W. Perry, the President, Chief Executive Officer and a Director of the Issuer, and certain Poole family members and entities (together with Mr. Poole, the "Poole Members").

F4 · kind: In connection with the Merger, certain shares of Common Stock beneficially owned directly by Goldman Sachs, and which may be deemed to be beneficially owned indirectly by GS Group, were cancelled and converted into the right to receive $38.00 per share in cash and open short positions held by Goldman Sachs or another wholly-owned subsidiary of GS Group were closed for $38.00 per share.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), and GS Direct, L.L.C. ("GS Direct" and collectively with GS Group and Goldman Sachs, the "Reporting Persons").

F2 · ownership.nature: On May 9, 2008, pursuant to the terms of the merger agreement by and among the Issuer, Marlin HoldCo LP and Marlin MergeCo Inc. ("Merger Sub"), Articles of Merger were filed with the North Carolina Secretary of State and, as a result thereof, Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and the indirect wholly-owned subsidiary of Marlin HoldCo LP. As a result of the Merger, the Issuer no longer has any securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, and accordingly each Reporting Person no longer will be deemed to constitute a "group" with Lonnie C. Poole Jr., the Chairman of the Issuer, Jim W. Perry, the President, Chief Executive Officer and a Director of the Issuer, and certain Poole family members and entities (together with Mr. Poole, the "Poole Members").

F4 · ownership.nature: In connection with the Merger, certain shares of Common Stock beneficially owned directly by Goldman Sachs, and which may be deemed to be beneficially owned indirectly by GS Group, were cancelled and converted into the right to receive $38.00 per share in cash and open short positions held by Goldman Sachs or another wholly-owned subsidiary of GS Group were closed for $38.00 per share.

F5 · ownership.nature: Each of the Reporting Persons disclaims membership in any "group" with any other person and disclaims beneficial ownership of any securities of the Issuer except to the extent of its pecuniary interest therein, if any. Each Reporting Person also disclaims beneficial ownership of any shares of Common Stock that may be or are beneficially owned by, among others, the Poole Members, Mr. Perry, and any other persons other than the Reporting Persons.

SEC source: 0000895345-08-000340 · rs4-waste_gsgroupex.xml · nonDerivative · entry 2

GOLDMAN SACHS GROUP INC · CIK 0000886982 · See FN (1) (2) (3) (4) (5)

GS Direct, L.L.C. · CIK 0001415176 · See FN (1) (2) (3) (4) (5)

GOLDMAN SACHS & CO · CIK 0000769993 · See FN (1) (2) (3) (4) (5)

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 4,500

F1 · kind: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), and GS Direct, L.L.C. ("GS Direct" and collectively with GS Group and Goldman Sachs, the "Reporting Persons").

F2 · kind: On May 9, 2008, pursuant to the terms of the merger agreement by and among the Issuer, Marlin HoldCo LP and Marlin MergeCo Inc. ("Merger Sub"), Articles of Merger were filed with the North Carolina Secretary of State and, as a result thereof, Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and the indirect wholly-owned subsidiary of Marlin HoldCo LP. As a result of the Merger, the Issuer no longer has any securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, and accordingly each Reporting Person no longer will be deemed to constitute a "group" with Lonnie C. Poole Jr., the Chairman of the Issuer, Jim W. Perry, the President, Chief Executive Officer and a Director of the Issuer, and certain Poole family members and entities (together with Mr. Poole, the "Poole Members").

F3 · kind: Immediately before the Merger, GS Direct acquired 1,038,792 shares of Common Stock from certain shareholders, and GS Direct exchanged such shares, at a value of $38.00 per share, for equity of Marlin HoldCo LP, a parent holding company of Merger Sub, and such shares were subsequently cancelled.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), and GS Direct, L.L.C. ("GS Direct" and collectively with GS Group and Goldman Sachs, the "Reporting Persons").

F2 · ownership.nature: On May 9, 2008, pursuant to the terms of the merger agreement by and among the Issuer, Marlin HoldCo LP and Marlin MergeCo Inc. ("Merger Sub"), Articles of Merger were filed with the North Carolina Secretary of State and, as a result thereof, Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and the indirect wholly-owned subsidiary of Marlin HoldCo LP. As a result of the Merger, the Issuer no longer has any securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, and accordingly each Reporting Person no longer will be deemed to constitute a "group" with Lonnie C. Poole Jr., the Chairman of the Issuer, Jim W. Perry, the President, Chief Executive Officer and a Director of the Issuer, and certain Poole family members and entities (together with Mr. Poole, the "Poole Members").

F3 · ownership.nature: Immediately before the Merger, GS Direct acquired 1,038,792 shares of Common Stock from certain shareholders, and GS Direct exchanged such shares, at a value of $38.00 per share, for equity of Marlin HoldCo LP, a parent holding company of Merger Sub, and such shares were subsequently cancelled.

F5 · ownership.nature: Each of the Reporting Persons disclaims membership in any "group" with any other person and disclaims beneficial ownership of any securities of the Issuer except to the extent of its pecuniary interest therein, if any. Each Reporting Person also disclaims beneficial ownership of any shares of Common Stock that may be or are beneficially owned by, among others, the Poole Members, Mr. Perry, and any other persons other than the Reporting Persons.

SEC source: 0000895345-08-000340 · rs4-waste_gsgroupex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC · CIK 0000886982 · See FN (1) (2) (3) (4) (5)

GS Direct, L.L.C. · CIK 0001415176 · See FN (1) (2) (3) (4) (5)

GOLDMAN SACHS & CO · CIK 0000769993 · See FN (1) (2) (3) (4) (5)

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,043,292

F1 · kind: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), and GS Direct, L.L.C. ("GS Direct" and collectively with GS Group and Goldman Sachs, the "Reporting Persons").

F2 · kind: On May 9, 2008, pursuant to the terms of the merger agreement by and among the Issuer, Marlin HoldCo LP and Marlin MergeCo Inc. ("Merger Sub"), Articles of Merger were filed with the North Carolina Secretary of State and, as a result thereof, Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and the indirect wholly-owned subsidiary of Marlin HoldCo LP. As a result of the Merger, the Issuer no longer has any securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, and accordingly each Reporting Person no longer will be deemed to constitute a "group" with Lonnie C. Poole Jr., the Chairman of the Issuer, Jim W. Perry, the President, Chief Executive Officer and a Director of the Issuer, and certain Poole family members and entities (together with Mr. Poole, the "Poole Members").

F3 · kind: Immediately before the Merger, GS Direct acquired 1,038,792 shares of Common Stock from certain shareholders, and GS Direct exchanged such shares, at a value of $38.00 per share, for equity of Marlin HoldCo LP, a parent holding company of Merger Sub, and such shares were subsequently cancelled.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), and GS Direct, L.L.C. ("GS Direct" and collectively with GS Group and Goldman Sachs, the "Reporting Persons").

F2 · ownership.nature: On May 9, 2008, pursuant to the terms of the merger agreement by and among the Issuer, Marlin HoldCo LP and Marlin MergeCo Inc. ("Merger Sub"), Articles of Merger were filed with the North Carolina Secretary of State and, as a result thereof, Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and the indirect wholly-owned subsidiary of Marlin HoldCo LP. As a result of the Merger, the Issuer no longer has any securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, and accordingly each Reporting Person no longer will be deemed to constitute a "group" with Lonnie C. Poole Jr., the Chairman of the Issuer, Jim W. Perry, the President, Chief Executive Officer and a Director of the Issuer, and certain Poole family members and entities (together with Mr. Poole, the "Poole Members").

F3 · ownership.nature: Immediately before the Merger, GS Direct acquired 1,038,792 shares of Common Stock from certain shareholders, and GS Direct exchanged such shares, at a value of $38.00 per share, for equity of Marlin HoldCo LP, a parent holding company of Merger Sub, and such shares were subsequently cancelled.

F5 · ownership.nature: Each of the Reporting Persons disclaims membership in any "group" with any other person and disclaims beneficial ownership of any securities of the Issuer except to the extent of its pecuniary interest therein, if any. Each Reporting Person also disclaims beneficial ownership of any shares of Common Stock that may be or are beneficially owned by, among others, the Poole Members, Mr. Perry, and any other persons other than the Reporting Persons.

SEC source: 0000769993-08-000030 · wwin420080110gsg_ex.xml · nonDerivative · entry 3

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · See footnotes 2, 3 and 4

GOLDMAN SACHS & CO · CIK 0000769993 · See footnotes 2, 3 and 4

GS Direct, L.L.C. · CIK 0001415176 · See footnotes 2, 3 and 4

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 4,500

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), and GS Direct, L.L.C. ("GS Direct" and collectively with GS Group and Goldman Sachs, the "Reporting Persons").

F2 · ownership.nature: On October 22, 2007, Lonnie C. Poole Jr., the Chairman of the Board of Directors of Waste Industries USA, Inc. (the "Company"), Jim W. Perry, the President, Chief Executive Officer and a Director of the Company, GS Direct and Macquarie Infrastructure Partners Inc. ("MIP") delivered a letter (the "Proposal Letter") to the Special Committee of the Board of Directors of the Company in which it was proposed that Mr. Poole, certain Poole family members and entities (together with Mr. Poole, the "Poole Members"), Mr. Perry, GS Direct, and MIP (collectively, the "Investors") would offer to acquire by merger, through a newly formed entity, for a purchase price of $36.75 in cash per share, all of the outstanding shares of the Company's common stock, no par value (the "Common Stock"), (continued in footnote 3)

F3 · ownership.nature: other than any shares held by any of the Investors and shares held by members of the Company's senior management team that are to be invested in the transaction (the "Proposal"). The Proposal Letter states that no binding obligation on the part of any person will arise with respect to the Proposal or any transaction until a mutually acceptable definitive merger agreement, for the acquisition of the outstanding Common Stock of the Company, is executed and delivered. No guarantees can be given that the proposed merger will be consummated.

F4 · ownership.nature: As a result of the Proposal, the Reporting Persons, with, among others, the Poole Members and Mr. Perry, may be deemed to constitute a "group", within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, that beneficially owns more than 10% of the outstanding shares of Common Stock of the Company. This Form 4 shall not be deemed an admission that any Reporting Person is a beneficial owner of any shares of Common Stock for any purpose, other than the securities reported in Table I of this Form 4. Each of the Reporting Persons disclaims membership in any "group" with any other person and disclaims beneficial ownership of the securities reported in Table I except to the extent of its pecuniary interest therein, if any.

F5 · ownership.nature: Each Reporting Person also disclaims beneficial ownership of any shares of Common Stock that may be or are beneficially owned by, among others, the Poole Members, Mr. Perry, and any other persons other than the Reporting Persons.

F6 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to the Company. The ownership reflected on Table I reflects shares of Common Stock beneficially owned directly by Goldman Sachs or another wholly-owned subsidiary of GS Group (collectively, "Goldman") and which may be deemed to be beneficially owned indirectly by GS Group, and takes into account open short positions held by Goldman. Goldman Sachs is a wholly-owned subsidiary of GS Group.

SEC source: 0000769993-08-000030 · wwin420080110gsg_ex.xml · nonDerivative · entry 2

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · See footnotes 2, 3 and 4

GOLDMAN SACHS & CO · CIK 0000769993 · See footnotes 2, 3 and 4

GS Direct, L.L.C. · CIK 0001415176 · See footnotes 2, 3 and 4

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 4,372

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), and GS Direct, L.L.C. ("GS Direct" and collectively with GS Group and Goldman Sachs, the "Reporting Persons").

F2 · ownership.nature: On October 22, 2007, Lonnie C. Poole Jr., the Chairman of the Board of Directors of Waste Industries USA, Inc. (the "Company"), Jim W. Perry, the President, Chief Executive Officer and a Director of the Company, GS Direct and Macquarie Infrastructure Partners Inc. ("MIP") delivered a letter (the "Proposal Letter") to the Special Committee of the Board of Directors of the Company in which it was proposed that Mr. Poole, certain Poole family members and entities (together with Mr. Poole, the "Poole Members"), Mr. Perry, GS Direct, and MIP (collectively, the "Investors") would offer to acquire by merger, through a newly formed entity, for a purchase price of $36.75 in cash per share, all of the outstanding shares of the Company's common stock, no par value (the "Common Stock"), (continued in footnote 3)

F3 · ownership.nature: other than any shares held by any of the Investors and shares held by members of the Company's senior management team that are to be invested in the transaction (the "Proposal"). The Proposal Letter states that no binding obligation on the part of any person will arise with respect to the Proposal or any transaction until a mutually acceptable definitive merger agreement, for the acquisition of the outstanding Common Stock of the Company, is executed and delivered. No guarantees can be given that the proposed merger will be consummated.

F4 · ownership.nature: As a result of the Proposal, the Reporting Persons, with, among others, the Poole Members and Mr. Perry, may be deemed to constitute a "group", within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, that beneficially owns more than 10% of the outstanding shares of Common Stock of the Company. This Form 4 shall not be deemed an admission that any Reporting Person is a beneficial owner of any shares of Common Stock for any purpose, other than the securities reported in Table I of this Form 4. Each of the Reporting Persons disclaims membership in any "group" with any other person and disclaims beneficial ownership of the securities reported in Table I except to the extent of its pecuniary interest therein, if any.

F5 · ownership.nature: Each Reporting Person also disclaims beneficial ownership of any shares of Common Stock that may be or are beneficially owned by, among others, the Poole Members, Mr. Perry, and any other persons other than the Reporting Persons.

F6 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to the Company. The ownership reflected on Table I reflects shares of Common Stock beneficially owned directly by Goldman Sachs or another wholly-owned subsidiary of GS Group (collectively, "Goldman") and which may be deemed to be beneficially owned indirectly by GS Group, and takes into account open short positions held by Goldman. Goldman Sachs is a wholly-owned subsidiary of GS Group.

SEC source: 0000769993-08-000030 · wwin420080110gsg_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · See footnotes 2, 3 and 4

GOLDMAN SACHS & CO · CIK 0000769993 · See footnotes 2, 3 and 4

GS Direct, L.L.C. · CIK 0001415176 · See footnotes 2, 3 and 4

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 4,472

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), and GS Direct, L.L.C. ("GS Direct" and collectively with GS Group and Goldman Sachs, the "Reporting Persons").

F2 · ownership.nature: On October 22, 2007, Lonnie C. Poole Jr., the Chairman of the Board of Directors of Waste Industries USA, Inc. (the "Company"), Jim W. Perry, the President, Chief Executive Officer and a Director of the Company, GS Direct and Macquarie Infrastructure Partners Inc. ("MIP") delivered a letter (the "Proposal Letter") to the Special Committee of the Board of Directors of the Company in which it was proposed that Mr. Poole, certain Poole family members and entities (together with Mr. Poole, the "Poole Members"), Mr. Perry, GS Direct, and MIP (collectively, the "Investors") would offer to acquire by merger, through a newly formed entity, for a purchase price of $36.75 in cash per share, all of the outstanding shares of the Company's common stock, no par value (the "Common Stock"), (continued in footnote 3)

F3 · ownership.nature: other than any shares held by any of the Investors and shares held by members of the Company's senior management team that are to be invested in the transaction (the "Proposal"). The Proposal Letter states that no binding obligation on the part of any person will arise with respect to the Proposal or any transaction until a mutually acceptable definitive merger agreement, for the acquisition of the outstanding Common Stock of the Company, is executed and delivered. No guarantees can be given that the proposed merger will be consummated.

F4 · ownership.nature: As a result of the Proposal, the Reporting Persons, with, among others, the Poole Members and Mr. Perry, may be deemed to constitute a "group", within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, that beneficially owns more than 10% of the outstanding shares of Common Stock of the Company. This Form 4 shall not be deemed an admission that any Reporting Person is a beneficial owner of any shares of Common Stock for any purpose, other than the securities reported in Table I of this Form 4. Each of the Reporting Persons disclaims membership in any "group" with any other person and disclaims beneficial ownership of the securities reported in Table I except to the extent of its pecuniary interest therein, if any.

F5 · ownership.nature: Each Reporting Person also disclaims beneficial ownership of any shares of Common Stock that may be or are beneficially owned by, among others, the Poole Members, Mr. Perry, and any other persons other than the Reporting Persons.

F6 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to the Company. The ownership reflected on Table I reflects shares of Common Stock beneficially owned directly by Goldman Sachs or another wholly-owned subsidiary of GS Group (collectively, "Goldman") and which may be deemed to be beneficially owned indirectly by GS Group, and takes into account open short positions held by Goldman. Goldman Sachs is a wholly-owned subsidiary of GS Group.

SEC source: 0000769993-07-001024 · wwin420071023gsg_ex.xml · nonDerivative · entry 4

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · See footnotes 2, 3 and 4

GOLDMAN SACHS & CO · CIK 0000769993 · See footnotes 2, 3 and 4

GS Direct, L.L.C. · CIK 0001415176 · See footnotes 2, 3 and 4

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 4,500

F7 · balance_after: Reflects changes attributable to exempt transactions.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), and GS Direct, L.L.C. ("GS Direct" and collectively with GS Group and Goldman Sachs, the "Reporting Persons").

F6 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to the Company. The ownership reflected on Table 1 reflects shares of Common Stock beneficially owned directly by Goldman Sachs or another wholly-owned subsidiary of GS Group (collectively, "Goldman") and which may be deemed to be beneficially owned indirectly by GS Group, and takes into account open short positions held by Goldman.

SEC source: 0000769993-07-001024 · wwin420071023gsg_ex.xml · nonDerivative · entry 3

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · See footnotes 2, 3 and 4

GOLDMAN SACHS & CO · CIK 0000769993 · See footnotes 2, 3 and 4

GS Direct, L.L.C. · CIK 0001415176 · See footnotes 2, 3 and 4

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 4,571

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), and GS Direct, L.L.C. ("GS Direct" and collectively with GS Group and Goldman Sachs, the "Reporting Persons").

F6 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to the Company. The ownership reflected on Table 1 reflects shares of Common Stock beneficially owned directly by Goldman Sachs or another wholly-owned subsidiary of GS Group (collectively, "Goldman") and which may be deemed to be beneficially owned indirectly by GS Group, and takes into account open short positions held by Goldman.

SEC source: 0000769993-07-001024 · wwin420071023gsg_ex.xml · nonDerivative · entry 2

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · See footnotes 2, 3 and 4

GOLDMAN SACHS & CO · CIK 0000769993 · See footnotes 2, 3 and 4

GS Direct, L.L.C. · CIK 0001415176 · See footnotes 2, 3 and 4

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 4,500

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), and GS Direct, L.L.C. ("GS Direct" and collectively with GS Group and Goldman Sachs, the "Reporting Persons").

F6 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to the Company. The ownership reflected on Table 1 reflects shares of Common Stock beneficially owned directly by Goldman Sachs or another wholly-owned subsidiary of GS Group (collectively, "Goldman") and which may be deemed to be beneficially owned indirectly by GS Group, and takes into account open short positions held by Goldman.

SEC source: 0000769993-07-001024 · wwin420071023gsg_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · See footnotes 2, 3 and 4

GOLDMAN SACHS & CO · CIK 0000769993 · See footnotes 2, 3 and 4

GS Direct, L.L.C. · CIK 0001415176 · See footnotes 2, 3 and 4

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 4,548

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), and GS Direct, L.L.C. ("GS Direct" and collectively with GS Group and Goldman Sachs, the "Reporting Persons").

F2 · ownership.nature: On October 22, 2007, Lonnie C. Poole Jr., the Chairman of the Board of Directors of Waste Industries USA, Inc. (the "Company"), Jim W. Perry, the President, Chief Executive Officer and a Director of the Company, GS Direct and Macquarie Infrastructure Partners Inc. ("MIP") delivered a letter (the "Proposal Letter") to the Special Committee of the Board of Directors of the Company in which it was proposed that Mr. Poole, certain Poole family members and entities (together with Mr. Poole, the "Poole Members"), Mr. Perry, GS Direct, and MIP (collectively, the "Investors") would offer to acquire by merger, through a newly formed entity, for a purchase price of $36.75 in cash per share, all of the outstanding shares of the Company's common stock, no par value (the "Common Stock"), (continued in footnote 3)

F3 · ownership.nature: other than any shares held by any of the Investors and shares held by members of the Company's senior management team that are to be invested in the transaction (the "Proposal"). The Proposal Letter states that no binding obligation on the part of any person will arise with respect to the Proposal or any transaction until a mutually acceptable definitive merger agreement, for the acquisition of the outstanding Common Stock of the Company, is executed and delivered. No guarantees can be given that the proposed merger will be consummated.

F4 · ownership.nature: As a result of the Proposal, the Reporting Persons, with, among others, the Poole Members and Mr. Perry, may be deemed to constitute a "group", within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, that beneficially owns more than 10% of the outstanding shares of Common Stock of the Company. This Form 3 shall not be deemed an admission that any Reporting Person is a beneficial owner of any shares of Common Stock for any purpose, other than the securities reported in Table I of this Form 3. Each of the Reporting Persons disclaims membership in any "group" with any other person and disclaims beneficial ownership of the securities reported in Table I except to the extent of its pecuniary interest therein, if any.

F5 · ownership.nature: Each Reporting Person also disclaims beneficial ownership of any shares of Common Stock that may be or are beneficially owned by, among others, the Poole Members, Mr. Perry, and any other persons other than the Reporting Persons.

F6 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to the Company. The ownership reflected on Table 1 reflects shares of Common Stock beneficially owned directly by Goldman Sachs or another wholly-owned subsidiary of GS Group (collectively, "Goldman") and which may be deemed to be beneficially owned indirectly by GS Group, and takes into account open short positions held by Goldman.