Goldman Sachs Group Inc - May 19, 2022 Form 4 Insider Report for Kyndryl Holdings, Inc. (KD)

Role
10%+ Owner
Signature
/s/ Crystal Orgill, Attorney-in-fact
Stock symbol
KD
Transactions as of
May 19, 2022
Transactions value $
$0
Form type
4
Date filed
5/23/2022, 06:53 PM
Previous filing
May 20, 2022
Next filing
May 24, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction KD Cash-Settled Swap (obligation to sell) Other +1 1 May 19, 2022 Common Stock, par value $0.01 per share 22.3M See Footnote F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On May 19, 2022, Goldman Sachs & Co. LLC ("Goldman Sachs") entered into a cash-settled swap (which represents the establishment of a "put equivalent position" that is deemed to constitute a "sale" of the underlying securities for purposes of Section 16(b) pursuant to Rule 16b-6(a)) with a counterparty in respect of 22,301,536 shares of common stock of the Issuer (the number of shares, the "Notional Amount"). The swap agreement provides that, upon settlement of the swap, which will occur no later than November 2, 2022, if the arithmetic average of the volume-weighted average prices of the Issuer's common stock over the observation period of the swap (plus a guaranteed spread) is: (i) greater than $13.95, Goldman Sachs will deliver to the counterparty an amount equal to the difference multiplied by the Notional Amount or (ii) less than $13.95, the counterparty will deliver to Goldman Sachs an amount equal to the difference multiplied by the Notional Amount.
F2 This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman Sachs. Goldman Sachs is a subsidiary of GS Group. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.