SC 13G/A 1 GAOTUTECHEDU.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* GAOTU TECHEDU INC. ------------------------------------------------------------------------------- (Name of Issuer) American Depositary Shares, every three representing two Class A ordinary shares, par value US$0.0001 per share ------------------------------------------------------------------------------- (Title of Class of Securities) 36257Y109 -------------------------------------------- (CUSIP Number) December 30, 2022 ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [] Rule 13d-1(c) [] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 11 ----------------------- CUSIP No. 36257Y109 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person THE GOLDMAN SACHS GROUP, INC. ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 7,983,974 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 7,983,974 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 7,986,774 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 5.4 % ------------------------------------------------------------------------------ 12. Type of Reporting Person HC-CO ------------------------------------------------------------------------------ Page 2 of 11 ----------------------- CUSIP No. 36257Y109 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GOLDMAN SACHS & CO. LLC ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization New York ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 7,983,974 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 7,983,974 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 7,986,774 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 5.4 % ------------------------------------------------------------------------------ 12. Type of Reporting Person BD-OO-IA ------------------------------------------------------------------------------ Page 3 of 11 Item 1(a). Name of Issuer: GAOTU TECHEDU INC. Item 1(b). Address of Issuer's Principal Executive Offices: 5F, Gientech Building, 7 East Zone, 10 Xibeiwang East Road Haidian District, Beijing 100193 People's Republic of China Item 2(a). Name of Persons Filing: THE GOLDMAN SACHS GROUP, INC. GOLDMAN SACHS & CO. LLC Item 2(b). Address of Principal Business Office or, if none, Residence: The Goldman Sachs Group, Inc. 200 West Street New York, NY 10282 Goldman Sachs & Co. LLC 200 West Street New York, NY 10282 Item 2(c). Citizenship: THE GOLDMAN SACHS GROUP, INC. - Delaware GOLDMAN SACHS & CO. LLC - New York Item 2(d). Title of Class of Securities: American Depositary Shares, every three representing two Class A ordinary shares, par value US$0.0001 per share Item 2(e). CUSIP Number: 36257Y109 Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: (a).[X] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). Goldman Sachs & Co. LLC (b).[_] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). (c).[_] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). (d).[_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e).[X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); Goldman Sachs & Co. LLC (f).[_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g).[X] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); The Goldman Sachs Group, Inc. (h).[_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i).[_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j).[_] A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); (k).[_] A group, in accordance with Rule 13d-1(b)(1)(ii) (A) through (K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: Page 4 of 11 Item 4. Ownership.* (a). Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s). (b). Percent of Class: See the response(s)to Item 11 on the attached cover page(s). (c). Number of shares as to which such person has: (i). Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s). (ii). Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s). (iii). Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s). (iv). Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s). Item 5. Ownership of Five Percent or Less of a Class. Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. Clients of the Reporting Person(s) have or may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities held in their accounts. Clients known to have such right or power with respect to more than 5% of the class of securities to which this report relates are: NONE Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. See Exhibit (99.2) Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Section 240.14a-11. -------------------------- *In accordance with the Securities and Exchange Commission Release No.34 -39538 (January 12, 1998) (the "Release"), this filing reflects the securities beneficially owned by certain operating units (collectively, the "Goldman Sachs Reporting Units") of The Goldman Sachs Group, Inc. and its subsidiaries and affiliates (collectively, "GSG"). This filing does not reflect securities, if any, beneficially owned by any operating units of GSG whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release. The Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion or both, or with respect to which there are limits on their voting or investment authority or both and (ii) certain investment entities of which the Goldman Sachs Reporting Units act as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units. Page 5 of 11 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 08, 2023, THE GOLDMAN SACHS GROUP, INC. By:/s/ Constance Birch ---------------------------------------- Name: Constance Birch Title: Attorney-in-fact GOLDMAN SACHS & CO. LLC By:/s/ Constance Birch ---------------------------------------- Name: Constance Birch Title: Attorney-in-fact Page 6 of 11 INDEX TO EXHIBITS Exhibit No. Exhibit ----------- ------- 99.1 Joint Filing Agreement 99.2 Item 7 Information 99.3 Power of Attorney, relating to THE GOLDMAN SACHS GROUP, INC. 99.4 Power of Attorney, relating to GOLDMAN SACHS & CO. LLC Page 7 of 11 EXHIBIT (99.1) JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the American Depositary Shares, every three representing two Class A ordinary shares, par value US$0.0001 per share, of GAOTU TECHEDU INC. and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G. Date: February 08, 2023, THE GOLDMAN SACHS GROUP, INC. By:/s/ Constance Birch ---------------------------------------- Name: Constance Birch Title: Attorney-in-fact GOLDMAN SACHS & CO. LLC By:/s/ Constance Birch ---------------------------------------- Name: Constance Birch Title: Attorney-in-fact Page 8 of 11 EXHIBIT (99.2) ITEM 7 INFORMATION The securities being reported on by The Goldman Sachs Group, Inc. ("GS Group"), as a parent holding company, are owned, or may be deemed to be beneficially owned, by Goldman Sachs & Co. LLC ("Goldman Sachs"), a broker or dealer registered under Section 15 of the Act and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Goldman Sachs is a subsidiary of GS Group. Page 9 of 11 EXHIBIT (99.3) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the "Company") does hereby make, constitute and appoint each Melissa Stanford, Stephanie Snyder, Constance Birch, Kateryna Osmachko, Rachel Fraizer, Jamie Minieri, Tony Kelly, Imad Ismail, Terrance Grey, and Kshama Mishra, acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf, whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company pursuant to Rule 13f-1 or Regulation 13D-G under the Securities Exchange Act of 1934, (as amended, the "Act"), which may be required of the Company with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said Attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said Attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until December 8, 2023 unless earlier revoked by written instrument, or in the event an Attorney-in-fact ceases to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates or ceases to perform the function in connection with which he or she was appointed Attorney-in-fact prior to December 8, 2023, this Power of Attorney shall cease to have effect in relation to such Attorney-in-fact upon such cessation but shall continue in full force and effect in relation to the remaining Attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke the Power of Attorney. This Power of Attorney shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law. This Power of Attorney supersedes the Power of Attorney granted by the Company to Stephanie Snyder, Terry Mosher, Rachel Fraizer, Jamie Minieri, and Terrance Grey on December 1, 2021. IN WITNESS WHERE OF, the under signed has duly subscribed these presents as of December 8, 2022. GOLDMAN SACHS & C0. LLC By: /s/ David Thomas ____________________________ Name: David Thomas Title: Authorized Signatory Page 10 of 11 EXHIBIT (99.4) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS & CO. LLC (the "Company") does hereby make, constitute and appoint each Melissa Stanford, Stephanie Snyder, Constance Birch, Kateryna Osmachko, Rachel Fraizer, Jamie Minieri, Tony Kelly, Imad Ismail, Terrance Grey, and Kshama Mishra, acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf, whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company pursuant to Rule 13f-1 or Regulation 13D-G under the Securities Exchange Act of 1934, (as amended, the "Act"), which may be required of the Company with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said Attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said Attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until December 8, 2023 unless earlier revoked by written instrument, or in the event an Attorney-in-fact ceases to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates or ceases to perform the function in connection with which he or she was appointed Attorney-in-fact prior to December 8, 2023, this Power of Attorney shall cease to have effect in relation to such Attorney-in-fact upon such cessation but shall continue in full force and effect in relation to the remaining Attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke the Power of Attorney. This Power of Attorney shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law. This Power of Attorney supersedes the Power of Attorney granted by the Company to Stephanie Snyder, Terry Mosher, Rachel Fraizer, Jamie Minieri, and Terrance Grey on December 1, 2021. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of December 8, 2022. GOLDMAN SACHS & C0. LLC By: /s/ David Thomas ____________________________ Name: David Thomas Title: Authorized Signatory Page 11 of 11

SEC Form SC 13G/A filed by Gaotu Techedu Inc. (Amendment)