GOLDMAN SACHS GROUP INC — Capital/Financing Update 2019

Mar 19, 2019

Fil e d Pursu a nt to Rule 4 24(b)( 2 )

Registr a ti o n St a t e me n t No. 3 33-219206

$25,113,000 The Goldman Sachs Group, Inc. Callable Step-Up Fixed Rate Notes due 2024

W e w il l p ay y ou in t e r e st semi-annually o n y our n o t es at a rate of 3.25% p e r a n num fr o m and i n cl u di n g March 19, 2019 to but excluding March 19, 2020. We will pay y ou interest semi-annually on your notes at a rate of 3.50% per annum from and including March 19 , 2020 to but excluding March 19, 2021. We will pay y ou interest semi-annually on your notes at a rate of 3.75% per annum from and including March 19 , 2021 to but excluding March 19, 2022. We will pay y ou interest semi-annually on your notes at a rate of 4.00% per annum from and including March 19 , 2022 to but excluding March 19, 2023. We will pay you interest semi-annually on your notes at a rate of 4.25% per annum from and including March 19, 2023 to but excluding the stated maturity date (March 19, 2024). I n terest will be paid on each March 19 and September 19. The first such payment will be made on September 19, 2019.

In additio n , we m a y red e em the n ot e s at o u r option, in who l e but not in part, on each March 19, June 19, September 19 and December 19 on or after March 19, 2020, upon at least five bu s i n ess d ay s ’ prior n o tice, at a red e m p tion price e q ual to 1 0 0% o f t h e out s t a nding princip a l am o unt plus a ccr u ed and u npaid int e re s t to b u t ex c l u ding the r e demption d at e . Altho u gh the inter e st r a te w i ll st e p up du r ing the life of y our notes, you may n ot b e nefit from s u ch incr e ase in t h e i n te r est r ate if y our notes a re re d eem e d p rior to the stat e d mat u rity d a te.

	Pe r Note	T o t a l
Initial price to public	100%	$25,113,000
Und e rwriting d isco u nt	0.761%	$191,109.93
Pr o c e eds, b efore expe n s e s, to The G old m an Sachs Gr o up, Inc.	99.239%	$24,921,890.07

The initial price to public set forth a bove does not include accr u ed interest, if an y . Interest on t he notes will accrue fr o m March 19, 2019 and must b e paid b y the p urch a s e r if the n otes are d elivered after March 19 , 2019. In addition to offers and sales at the initial price to public, the underwriters may offer the notes from time to time for sale in one or more transactions at market prices prevailing at the time of sale, at prices related to market prices or at negotiated prices.

The return (whether positive or negati v e) on your investment in notes will depend in part on the issue price you pay for such no t e s.

Neith e r the S e curiti e s and Ex c han g e C o mmis s i on n or any other r egulatory b o dy has appr o ved or dis a ppro v ed of the s e se c urities or pas s ed up o n the a cc u racy o r ade q ua c y of t h is p ros p ectus. A n y r e pre s entation to the c ontrary is a c rimin a l offe n se.

The n ot e s are n o t ba n k dep o sits a nd are n o t insur e d by t h e Fed e ral D e posit In s ura n ce Corpo r ation or a ny other go v er n m e nt a l a gen c y, n or are they o blig a tions o f, o r guar a nt e ed b y , a b a nk.

G o ldm a n Sachs m a y u se this prospectus in the initial sale of the notes. In a dditio n , Goldman Sachs & Co. LLC or any other affiliate of Goldman Sac h s may use this prospectus in a market- m aking transaction in the notes after their initial sale. U nl e s s G o l d ma n S a c hs o r it s a g ent i n f o rm s t he p u r c h a s er o t h e rwise in the confirmation o f sale, this p rosp e ctus is b e ing used in a mark e t -making transaction.

Goldman Sachs & Co. LLC Incapital LLC

Prici n g Supplement No. 213 dated March 15, 2019.

About Y o ur Pros p ectus

The n o t es a re p art of t h e M e di u m -Te r m N o t e s, S e ri es N p r o gram of The G old m an Sachs G r o up, Inc. T h is prospectus includ e s this pricing su p ple m ent a n d t h e acc o mp a nying d o c u m e nts listed below. This prici n g su p pl e ment c o nstit u t e s a s u ppl e me n t to the d o c u me n t s listed b elow a n d s h ould b e r e ad in conj u nct i on with such d o c u me n t s:

• Pr o s p ect u s sup p lem e nt dated July 10, 2017

• Pr o s p ect u s d a ted July 10, 2017

The information in this pri c ing su p ple m ent s u pers e d e s a n y conflicti n g information in t h e docum e nts listed a b ove. In ad d iti o n, s o me of t h e t e rms or fe a t u r e s d e scribed in the listed d ocum e nts may n o t a p ply to yo u r notes.

PS-2

SP E CIFI C TERM S O F TH E NOT E S

Please note that in this section entitled “Specific Terms of the Notes”, references to “The Goldman Sachs Group, Inc.”, “we”, “our” and “us” mean only The Goldman Sachs Group, Inc. and do not include any of its consolidated subsidiaries. Also, in this section, references to “holders” mean The Depository Trust Company (DTC) or its nominee and not indirect owners who own beneficial interests in notes through participants in DTC. Please review the special considerations that apply to indirect owners in the accompanying prospectus, under “Legal Ownership and Book-Entry Issuance”.

T h is prici n g s u p p leme n t n o. 213 d a t e d March 15, 2019 (prici n g s u ppl e me n t) and the a cco m pa n yi n g prospectus d a t e d July 10, 2017 (acc o mp a nying prospectus), r e lating to the n o t e s, s h ould be r e ad to g ether. B e c a use t h e notes are p a rt o f a series of o ur d ebt s e c u rities c a lled M e diu m -T e rm Notes, Series N, t h is pricing sup p lem e nt a nd the accom p anying p r o sp e ct u s sho u ld also be read with the accom p anying p rosp e ct u s sup p lem e nt, d a t e d July 10, 2017 (acc o mpa n y i ng prospectus s u ppl e ment). T e rms used b u t n ot d efined i n t h is pric i ng sup p lem e nt h ave t h e me a nin g s given to th e m in the accomp a nying p rosp e ctus or a cco m pa n yi n g prospectus su p ple m ent, u nless t h e c o ntext req u ires oth e rwise.

T h e notes are part o f a sep a r a te series of o ur d ebt s e c u rities un d er o ur M e diu m -T e rm Notes, Series N program g o v e r n ed by our S e nior D e bt I n de n t u re, d a t e d as o f July 16, 20 0 8, as amended, b etween u s a n d The B a nk o f New Y o rk Mell o n, a s trustee. This prici n g supplement sum m arizes specific ter m s that will apply to your notes. The terms of the notes d e s c ri b ed h ere s u p p lem ent t ho s e d e s c ri b ed i n t he a c c ompa n yi n g prospectus su p ple m ent and a cco m pa n yi n g prospectus and, if the terms described here are i n consistent with tho s e described there, the ter m s d e scribed here are controlling.

T e rms of t h e C a ll a ble Ste p -Up F i x ed Rate Notes due 2024

Iss u er: T he G o ldm a n Sachs G ro u p, I n c.

Princip a l amo u nt: $25,113,000

Spe c ified cu r ren c y: U. S. d o lla r s ( $ )

T y pe of Notes: Fi x e d r a t e n o t es ( n o t e s) Denominations: $1,0 0 0 and integral multip l es o f $ 1 , 0 00

in excess there o f

Tr a de d a te: March 15, 2019

Or i ginal issue date: March 19, 2019

Stated maturity date: March 19, 2024

Int e re s t rate: 3.25% per annum from and including March 19 , 2019 to but excluding March 19 , 2020 ; 3.50% per annum from and including March 19 , 2020 to but excluding March 19 , 2021; 3.75% per annum from and including March 19, 2021 to but excluding March 19, 2022; 4.00% per annum from and including March 19, 2022 to but excluding March 19, 2023; 4.25% per annum from and including March 19, 2023 to but excluding March 19, 2024

Suppl e m e nt a l dis c us s i o n o f U.S. fe d eral income tax c o nse q uen c es: Subject to the discussion set forth in the section referenced below regarding short-term debt securities, i t is t h e opi n ion of Sidley Austin L LP that interest on a note will be taxable to a U.S. holder as ordi n ary interest inco m e at t h e ti m e it accru e s o r is r e c e iv e d in accor d ance with t h e U.S. h ol d er’s normal m e t h od of acc o unti n g f o r tax p ur p oses (r e g a rdl e ss of wheth e r we c a ll the notes). U pon the d is p ositi o n of a note by s a le, exchange, redemption or retirement (i.e., if we exercise o ur right to call the n otes o r oth e rwise) or other disposition, a U.S. holder will generally recognize capital g a in or l o ss eq u al to t h e diff e r e nce, if a n y, between (i) the a m ou n t realized o n t h e disp o sition (oth e r t h an a mou n ts

attri b utable to a ccr u ed b u t u np a id interest, w h ich wo u ld be treated a s such) a nd (ii) t h e U.S. hol d er’s a d just e d t a x b a sis in the n o t e .

Interest payment dates: March 19 an d September 19 o f ea ch year, com m encing o n September 19, 20 19 and e ndi n g on the s t a t e d maturit y da t e

Regular r eco r d dates: for interest due on an interest p a y m ent date, the d a y imm e di a t e ly prior to the d ay o n which paym e nt is to be m a de ( a s such p a ym e nt d ay may be a djusted u nd e r the a p plicable b usiness day conve n ti o n s p ecified b e low)

Day c o unt c onv e ntion: 30/3 6 0 (ISDA), as further discussed under “Additional Information About the Notes — Day Count Convention” on page PS- 5 of this pricing supplement

Business day: Ne w Yo rk

Busine s s day c on v entio n : following u na d justed

Red e m p tion at o ption of i s suer b ef o re stat e d maturit y : W e m ay r e d eem t he n o t es at o ur o p ti on, in whole b ut not in part, on e ach March 19 , June 19 , September 19 and December 19 on or after March 19, 2020, u p on at least five busin e ss days’ p ri o r notice, at a re d empti o n price eq u al to 1 00% of the o u tstan d ing p rincip a l a mo u nt pl u s accr u ed a n d un p aid i n t e rest to b ut e xclu d ing the r e d e mption d ate

Limited events of default: The only events of default for the notes are (i) interest or principal payment defaults that continue for 30 days and (ii) certain insolvency events. No other breach or default under our senior debt indenture or the notes will result in an event of default for the notes or permit the trustee or holders to accelerate the maturity of any debt securities – that is, they will not be entitled to declare the principal amount of any notes to be immediately due and payable. See “Risks Relating to Regulatory

PS-3

Resolution Strategies and Long-Term Debt Requirements” and “Description of Debt Securities We May Offer — Default, Remedies and Waiver of Default — Securities Issued on or After January 1, 2017 under the 2008 Indenture” in the accompanying prospectus for further details.

Listi n g: None

ER I SA: as descri b ed u n der “Emp l oyee Retire m ent Income S e c u rity Act” on p a ge 119 of t h e acc o mp a nying prosp e ctus

CUSIP no.: 38150ACE3

IS I N no.: US38150ACE38

Fo r m of n ot e s: Your notes will be i s sued in book-entry form a nd represe n t e d by a m ast e r gl o bal n o t e . You sho u ld r e ad the secti o n “ L eg a l Owners h ip and B o ok- E n t ry I s s u a n c e” i n t he a c c o mp an yi ng pr o s p e c t u s f or m o re inf o rm a t i o n ab o ut notes issu e d in bo o k-e n try form

Def e a s ance a pplies as follows:

• full def e asance — i.e ., o ur right to be r e lieved o f all o u r o b ligatio n s on t h e note by pl a ci n g f u nds in trust f or t he h o l d e r: y es

• c o v en a nt d e f e a s a n c e — i. e . , our right to be reliev e d of s p ecif i ed provisi o ns o f the n ote by placing fu n ds in tr u st f o r the h o lder: yes

FDIC: T he n o t e s are n o t b ank de p osits and a re n ot insured b y the F e deral Dep o sit I n s u r a nce C o rp o r a t i o n or a n y oth e r g o v e r n mental a ge n cy, n or a re th e y o b ligatio n s of, o r g u arante e d by, a b ank

Calculation Ag e nt: Goldman Sachs & Co. LLC

Fo r eign A c cou n t Tax Complian c e A c t ( F ATCA) Withh o lding M a y Apply to Pa y m e nts on Your N o t e s, Including a s a R e sult of the F a ilu r e of t h e B a nk or Brok e r Thro u gh W h i c h Y o u Hold the N o tes to Pro v ide Information to Tax Authorities:

Ple a se see the d iscussion u nd e r “United States Taxation — T a x a ti o n of D e bt S e c u rities — Foreign Accou n t T a x Com p liance Act ( F ATCA) Withholding” in the accompanying prospectus for a description of the applicability of FATCA to payments made on your notes. The discussion in that section is hereby modified to reflect regulations proposed by the Treasury Department indicating its intent to eliminate the requirements under FATCA of withholding on gross proceeds from the sale, exchange, maturity or other disposition of relevant financial instruments. The Treasury Department has indicated that taxpayers may rely on these proposed regulations pending their finalization.

PS-4

AD D ITIONAL INFORMATION ABOUT THE NOTES

Bo o k-E n t ry System

We will i s sue the notes as a master gl o bal n ote registered in the n a me o f DTC, or its n o mi n ee. T he sale of the notes will settle in immediately available f u nds thr o ugh DTC. Y ou will not be p ermitt e d to wit h draw the notes fr o m DTC e x cept in the limited sit u ations d escribed in t h e a ccom p anying pros p ectus un d er “ Legal Ownership and Bo o k-Entry Issu a nce — Wh a t Is a Glo b al Se c urity? — H ol d er’s Option to Obtain a Non-Gl o bal S ecurit y ; Spe c i a l Situati o ns W hen a Gl o bal S e curity Will Be Terminated”. Inve s t o r s may h o ld interests in a ma s t e r global note throu g h o r g a nizations that p a rticipate, directly or

indirectl y , in the D T C s ystem.

In a ddition to t h is pricing su p plement, the f o llowing provi s i o ns are h e re b y i n c o rporated i n to the global master n o te: the d e scription o f New York bu s i n ess day a ppearing und e r “D e scription of Debt S ecurities We May Offer – Calculati o ns of Interest o n D e bt Se c urities – Busine s s Day s ” in the a c compa n ying prospe c t u s, the de s cription of the foll o wi n g u nadju s ted b u siness d ay c o nvention app e aring u n der “Des c r iption of D e bt Se c urities We M a y Offer – Calc u l a t ions o f I n tere s t on Debt Securities – Bu s i n ess Day C o nvention s ” in the a c comp a nying prosp e ct u s and the section “D e scription o f Debt Securities We May Offer – D ef e asa n ce and Co v enant Defeasa n c e ” in the acc o mpan y i n g p r o s pectu s .

Day Count Convention

As further described under “Description of Debt Securities We May Offer – Calculations of Interest on Debt Securities – Interest Rates and Interest” in the accompanying prospectus, for each interest period the amount of accrued interest will be calculated by multiplying the principal amount of the note by an accrued interest factor for the interest period. The accrued interest factor will be determined by multiplying the per annum interest rate by a factor resulting from the 30/360 (ISDA) day count convention. The factor is the number of days in the interest period in respect of which payment is being made divided by 360, calculated on a formula basis as follows:

[360 × (Y 2 – Y 1 )] + [30 × (M 2 – M 1 )] + (D 2 – D 1 )
360

where:

“Y 1 ” is the year, expressed as a number, in which the first day of the interest period falls;

“Y 2 ” is the year, expressed as a number, in which the day immediately following the last day included in the interest period falls;

“M 1 ” is the calendar month, expressed as a number, in which the first day of the interest period

falls;

“M 2 ” is the calendar month, expressed as a number, in which the day immediately following the last day included in the interest period falls;

“D 1 ” is the first calendar day, expressed as a number, of the interest period, unless such number would be 31, in which case D 1 will be 30; and

“D 2 ” is the calendar day, expressed as a number, immediately following the last day included in the interest period, unless such number would be 31 and D 1 is greater than 29, in which case D 2 will be 30.

When We Can Re d eem the Notes

We will be permitted to rede e m the notes at our o p tion before t h eir stated mat u rity, as d escribed below. The notes will not be entitled to the be n efit of any s i n king f u nd – th a t is, we will not dep o sit money o n a regular basis into any se p ar a te custodial account to rep a y your note. In addition, you will not be entitled to require us to buy your note from you before its stated matu r ity.

PS-5

We will have the rig h t to red e em t he n o tes at our o ptio n , in w hole but n o t in p art, o n e ach March 19 , June 19 , September 19 and December 19 on or after March 19, 2020 , at a red e mption p r ice eq u al to 100% of t he outstanding principal amou n t plus a c cr u ed and un p aid interest to but exclu d i n g the redemption date. We will provi d e n o t less than fi v e busine s s day s ’ prior notice in the ma n ner d e scribed und e r “ D escripti o n o f Debt Secur i ties We May Off e r — Notice s ” in the attach e d p r o s pectu s . If the re d empti o n n oti c e is giv e n a nd fu n ds dep o sit e d a s re q uired, t h en i n tere s t will cea s e to a c crue on and aft e r t h e redemption date on t h e n ot e s. If a n y re d em p tion d ate is not a b usine s s day, we w i ll p ay t h e red e mption price on the next bu s i n ess d a y witho u t any interest o r other p a yment due to the dela y .

What are the Tax Co n sequ e nces of the Notes

You s h ould carefully c onsider, a m o ng other thing s , t h e m a tters set forth u nder “Uni t ed St a t es T axation” in the a c compa n ying prospe c t u s supplem e nt and the a c compa n ying p r ospe c t u s. T h e following disc u ssion s u mmariz e s cert a i n of the mat e rial U.S. f e deral inc o me tax c onse q uen c es of the purch a se, b eneficial o w ne r ship, a n d di s po s ition of e a ch of the note s . This summ a ry s upplements the se c t i on “United States Ta x ati o n” in the accomp a nying pros p ectus su p plement a nd the ac c ompan y i n g p r o s pectus a n d is s ubject to the limit a tions a nd ex c epti o ns set forth therein.

As of the original issue date, the notes should not be treated as issued with “original issue discount” (“OID”) despite the fact that the interest rate on the notes is scheduled to step-up over the term of the notes because Treasury regulations generally deem an issuer to exercise a call option in a manner that minimizes the yield on the debt instrument for purposes of determining whether a debt instrument is issued with OID. The yield on the notes would be minimized if we call the notes immediately before the increase in the interest rate on March 19, 2020 and therefore the notes should be treated as maturing on such date for OID purposes. This assumption is made solely for purposes of determining whether the notes are issued with OID for U.S. federal income tax purposes, and is not an indication of our intention to call or not to call the notes at any time. If we do not call the notes prior to the increase in the interest rate then, solely for OID purposes, the notes will be deemed to be reissued at their adjusted issue price on March 19, 2020. This deemed issuance should not give rise to taxable gain or loss to holders. The same analysis would apply to the increase in the interest rate on March 19, 2021, March 19, 2022 and March 19, 2023. If the notes are not called on the interest payment date occurring on March 19, 2023, then, because the period between the interest payment date on March 19, 2023 and the stated maturity date of the notes is one year or less, the notes, upon their deemed reissuance on March 19, 2023, could be treated as short-term debt securities for OID purposes (but not for purposes of determining the holding period of your notes). For a discussion of the U.S. federal income tax consequences to a U.S. holder of owning short-term debt securities, please review the section entitled “United States Taxation—Taxation of Debt Securities—United States Holders—Short-Term Debt Securities” in the accompanying prospectus.

Under this approach, and subject to the discussion above regarding short-term debt securities, interest on a note will be taxable to a U.S. holder as ordinary interest income at the time it accrues or is received in accordance with the U.S. holder’s normal method of accounting for tax purposes (regardless of whether we call the notes). Upon the disposition of a n o te b y sale, exc h a n ge, re d em p ti o n or retir e me n t (i. e ., if we exercise o ur right to call the n o t e s or otherwis e ) or o t h er d is p ositi o n, a U.S. h old e r wi l l g en e rally r e c o gnize capit a l g ain or loss e q ual to the difference, if a ny, b etw e en (i) t h e am o unt r e alized on t h e disposition ( o ther t h an a m ou n ts attrib u t a ble to accru e d b u t u n paid i n t e r e st, which w o uld b e treat e d as such) a nd (ii) the U.S. hol d er’s a d jus t ed tax basis in the note. A U.S. hol d er’s a d just e d t a x basis in a note gen e rally will equal t h e cost of the note to the U.S. holder. The deductibility of capital l o sses is subj e ct to significant li m itations.

F o re ig n A c c o u nt T ax C o m p li a n ce Ac t ( F A T CA ) Wi t h hol di n g . Purs u ant to T re a s u ry re g ul a ti o ns, F o rei g n Acco u nt T ax Com p liance Act ( F ATCA) with h oldi n g ( a s d e scri b ed in “U n it e d St a t e s T a x a ti o n — Taxation o f Debt Securiti e s — Foreign Account Tax Compliance Act (FA T CA) Withholding” in the acc o mpanyin g prosp e ctus) will generally a pply to obligations that are issu e d on o r after July 1 , 2 01 4 ; therefore, t h e notes will g en e rally be su b ject to the FATCA withh o ldin g rules . Pursuant to recently proposed regulations, the Treasury Department has indicated its intent to eliminate the requirements under FATCA of withholding on gross proceeds from the sale, exchange, maturity or other disposition of relevant financial instruments. The Treasury Department has indicated that taxpayers may rely on these proposed regulations pending their finalization.

PS-6

SUPPLEMENTAL PLAN OF DI S T RIBUTION

T h e Gol d man S a c h s Grou p , Inc. a nd the u nd e rwriters for this offeri n g n a med b elow have e n t e r e d into a distrib u ti o n a g r e eme n t with resp e ct to t h e not e s. Subj e ct to certain con d iti o ns, e ach un d erwrit e r n a med b elow has s e v e r a lly a g re e d to purchase the princip a l a mo u nt o f n otes i n dicated in the foll o wi n g tabl e .

Underwriters	Principal Amount of Notes
Goldman Sachs & Co. LLC	$12,557,000
Incapital LLC	12,556,000
Total	$25,113,000

Notes sold by the underwriters to the p ublic will initially be offer e d at the in i t ial price to pu b lic set forth on the cover of this p ricing su p ple m ent. T he u n derwriters inte n d to purc h ase the n o t e s fr o m The G o ldm a n Sachs G r o up, I n c. at a p u rch a se p rice eq u al to t h e initial price to p ublic less a d isco u nt o f 0.761% o f the p rincip a l a mo u nt o f the n otes. Any not e s sold by t h e u n derwriters to s e c u rities de a lers may be sold a t a dis c ount from t h e initial price to public of up to 0.411% of the princip a l a mo u nt o f the n otes.If all of the offered n o t e s are n o t sold at the initial price to public, the underwriters m a y change the offering price and the other selling terms. In addition to offers and sales at the initial price to public, the underwriters may offer the notes from time to time for sale in one or more transactions at market prices prevailing at the time of sale, at prices related to market prices or at negotiated prices.

Ple a se n ote t h at t h e information a bo u t the i n iti a l p rice to pu b lic a nd n e t proce e ds to T h e Gol d man S a c h s Grou p , Inc. on the front c o v e r p a ge relates only to t h e initial sale of t h e n o t e s. If y o u h a ve p urch a s e d a n o te in a mark e t -making transaction by Goldman Sachs & Co. LLC or any other affiliate of The G old m an Sachs Group, Inc. a fter the initial sale, information about the price and date of sale to you will be provided in a sepa r ate confir m ation of sale.

Each underwriter has rep r esented and agreed that it will not offer or sell the not e s in the United States or to United St a t es p e r s o ns e x c e p t i f s u c h o f f e r s or s al es a re ma de b y or t h ro u gh FINRA m e mber br o k e r-de a lers register e d with the U.S. Securities a n d Exch a nge Com m issio n .

T h e Gol d man S a c h s Grou p , Inc. e stim a t e s that its share of t h e t o t a l o f f e ri n g e x pe n s e s, e x cl u d i ng u n d er w r i t i ng discounts and commis s ions, whether p a id to Goldman Sachs & Co. LLC or any o t her underwriter, w ill be approxi m ately $10,000.

We will deliver the notes against payment therefor in New York, New York on March 19, 2019.

T h e notes are a new issue o f securiti e s with no establi s h e d tra d ing m a rket. T he G o ldm a n Sachs G ro u p, I n c. has b e en a d vised by Goldman Sachs & Co. LLC and Incapit a l L LC th a t they may make a market in t h e not e s. Goldman Sachs & Co. LLC and Inca p it a l L LC are n ot o bli g ated to do so a n d may disc o ntinue m arket-making a t a n y time wit h o u t n o tice. No assur a nce can be g iv e n as to the li q uid i t y o f th e tradin g mar k e t fo r th e notes.

The Goldman Sachs G r oup, Inc. has agreed to indemni f y the several underwriters against certain l iabilities, including liabilities under the Securities Act of 1933.

Certain of the underwriters and their af f iliates have in the past provided, and may in the future from time to time provid e , investme n t b a nking a n d g e neral fina n ci n g and b anking s e rvic e s to The G old m an Sachs Grou p , Inc. a nd its affiliates, for which they have in the past received, and may in the future receive, customary fees. T he Goldman Sachs Group, Inc. and its affili a tes have in the past pro v ided, and m ay in the future from time to time provide, similar services to the underwriters and their a f filiates on customary terms and for custo m ary fees. Goldman Sachs & Co. LLC , one of the underwriters, is an affiliate of The Goldman Sachs Group, Inc. Please see “Plan of Distribution— C onf l icts of Interest” on p a ge 118 of t h e acc o mp a nying prosp e ctus.

Any notes which are the subject of the offering contemplated by this pricing supplement, the accompanying prospectus and the accompanying prospectus supplement may not be offered, sold or otherwise made available to any retail investor in the European Economic Area. Consequently no key information document required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. For the purposes of this provision:

a) the expression “retail investor” means a person who is one (or more) of the following:

PS-7

(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or

(ii) a customer within the meaning of Directive 2002/92/EC (as amended, the “Insurance Mediation Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or

(iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the “Prospectus Directive”); and

b) the expression an “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes.

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), the underwriters represent and agree that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of notes which are the subject of the offering contemplated by this pricing supplement, the accompanying prospectus and the accompanying prospectus supplement to the public in that Relevant Member State except that, with effect from and including the Relevant Implementation Date, an offer of such notes may be made to the public in that Relevant Member State:

a) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;

b) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant dealer or dealers nominated by the issuer for any such offer; or

c) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of notes referred to above shall require us or any dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of notes to the public” in relation to any notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.

Any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of the notes may only be communicated or caused to be communicated in circumstances in which Section 21(1) of the FSMA does not apply to The Goldman Sachs Group, Inc.

All applicable provisions of the FSMA must be complied with in respect to anything done by any person in relation to the notes in, from or otherwise involving the United Kingdom.

The notes may not be offered or sold in Hong Kong by means of any document other than (i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and any rules made thereunder, or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) or which do not constitute an offer to the public within the meaning of that Ordinance; and no advertisement, invitation or document relating to the notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere) which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder.

This pricing supplement, along with the accompanying prospectus supplement and the accompanying prospectus

PS-8

have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this pricing supplement, along with the accompanying prospectus supplement and the accompanying prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.

Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for six months after that corporation has acquired the notes under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”).

Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for six months after that trust has acquired the notes under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

The notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), or the FIEA. The notes may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.

The notes are not offered, sold or advertised, directly or indirectly, in, into or from Switzerland on the basis of a public offering and will not be listed on the SIX Swiss Exchange or any other offering or regulated trading facility in Switzerland. Accordingly, neither this pricing supplement nor any accompanying prospectus supplement, prospectus or other marketing material constitute a prospectus as defined in article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus as defined in article 32 of the Listing Rules of the SIX Swiss Exchange or any other regulated trading facility in Switzerland. Any resales of the notes by the underwriters thereof may only be undertaken on a private basis to selected individual investors in compliance with Swiss law. This pricing supplement and accompanying prospectus and prospectus supplement may not be copied, reproduced, distributed or passed on to others or otherwise made available in Switzerland without our prior written consent. By accepting this pricing supplement and accompanying prospectus and prospectus supplement or by subscribing to the notes, investors are deemed to have acknowledged and agreed to abide by these restrictions. Investors are advised to consult with their financial, legal or tax advisers before investing in the notes.

PS-9

Confli c ts of I n te r est

GS&Co. is an affiliate of T h e Goldman Sachs Group, Inc. a nd, as such, will have a “co n flict of inter e st” in this offering of not e s wit h in t h e me a ning of Fi n a n ci a l In d ustry R eg ulatory Aut h ority, Inc. (FINRA) Rule 5 1 2 1 . Conse q ue n tly, this offering of notes will be conducted in compliance with the provisions of FINRA R u le 5121. GS&Co. will not be p e rmitted to sell notes in this o f fering to an acc o unt over w h ic h i t e x e r cis es di s c r e t i o n a ry a uthority wit h out the prior specific written a p proval of t h e acc o unt hol d er.

PS-10

VALIDITY OF THE NOTES

In the opinion of Sidley Austin llp , as counsel to The Goldman Sachs Group, Inc., when the notes offered by this pricing supplement have been executed and issued by The Goldman Sachs Group, Inc. and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated herein, such notes will be valid and binding obligations of The Goldman Sachs Group, Inc., enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware as in effect on the date hereof. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and the genuineness of signatures and certain factual matters, all as stated in the letter of such counsel dated July 10, 2017, which has been filed as Exhibit 5.5 to The Goldman Sachs Group, Inc.’s registration statement on Form S-3 filed with the Securities and Exchange Commission on July 10, 2017.

PS-11

We have not authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference in this pricing supplement, the accompanying prospectus supplement or the accompanying prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This pricing supplement, the accompanying prospectus supplement and the accompanying prospectus is an offer to sell only the notes offered hereby, but only under c ircumstances and in jurisdictio n s where it is la w ful to do so. The information contained in this pricing supplement, the accompanying prospectus supplement and the accompanying prospectus is current only as of the respective dates of such documents.

TABLE OF CONTENTS Pricing Supplement

Specific Terms of the Notes	PS-3
Additional Information Ab o ut the Notes	PS-5
Supplem e ntal Plan of Dis t ribution	PS-7
Conflicts of Interest	PS-10
Validity of the Notes	PS-11
Prospectus Supplement dated July 10, 2017
Use of Proceeds	S-2
Description of Notes We May Offer	S-3
Considerations Relating to Indexed Notes	S-20
United States Taxation	S-23
Employee Retirement Income Security Act	S-24
Supplemental Plan of Distribution	S-25
Validity of the Notes	S-27
Prospectus dated July 10, 2017
Available Information	2
Prospectus Summary	4
Risks Relating to Regulatory Resolution Strategies and Long-Term
Debt Requirements	8
Use of Proceeds	13
Description of Debt Securities We May Offer	14
Description of Warrants We May Offer	45
Description of Purchase Contracts We May Offer	61
Description of Units We May Offer	66
Description of Preferred Stock We May Offer	71
Description of Capital Stock of The Goldman Sachs Group, Inc.	79
Legal Ownership and Book-Entry Issuance	84
Considerations Relating to Floating Rate Securities	89
Considerations Relating to Indexed Securities	90
Considerations Relating to Securities Denominated or Payable in
or Linked to a Non-U.S. Dollar Currency	91
United States Taxation	94
Plan of Distribution	116
Conflicts of Interest	118
Employee Retirement Income Security Act	119
Validity of the Securities	120
Experts	120
Review of Unaudited Condensed Consolidated Financial
Statements by Independent Registered Public Accounting Firm	121
Cautionary Statement Pursuant to the Private Securities Litigation
Reform Act of 1995	121

$25,113,000

The Goldman Sachs Group, Inc.

Callable Fixed Rate

Notes due 2024

______

---

Goldman Sachs & Co. LLC

Incapital LLC