EXHIBIT 190¶
Home Extension This is a Call Back Number¶
Ticket#: 1537114088449 Initiated Date. 07108/2014 23:10¶
Client Name: SERGEY BRIN¶
Client Type: Individual ECI: 0126094708¶
Banker: ROBERT A (U979604)¶
LOB: UHNW¶
Nationality: UNITED STATES¶
KYC Status: Complete¶
KYC Type: KYC Update Review¶
Primary Information¶
SERGEY SPUN - ECI: 0126094708 =ERIK LOS ALTOS, CA 940222705¶
Primary Information¶
is the Client a ,IPMC employee?¶
Front Office Restricted?¶
Normal¶
Prefix .! Title First Name SERGEY Middle Name Last Name BRIN Suffix Full Name SERGEY BRIN Generation Previous Name / Alias Gender Male Marital Status Married¶
[Date of Birth Redacted Mothers Maiden Name Country of Citizenship UNITED STATES¶
Primary country of domicile UNITED STATES Primary state of domicile California Primary country of assets UNITED STATES¶
Is the Client a US Citizen?¶
Yes¶
Client Addresses¶
!Postal¶
Legal Address¶
Title Company Name Mailing Label Salutation¶
Address¶
CFO ERIK¶
110 1ST ST¶
LOS ALTOS, California 94022-2705¶
UNITED STATES¶
Confidential Address¶
Notes¶
Work Extension This is a Cell Back Number¶
1 (650) 623 - 4002¶
♦ ♦ EXHIBIT I C: WIT. -(z7 DATE: ejjc/ C S SDP CAR CSR I am •¶
No¶
No¶
CLOCK LLC¶
Email¶
Other¶
sergeybitegcogle.com¶
:don:Dr.:at:or 8 Tax Info¶
Tax¶
Type of Tax ID¶
Social Security Number¶
Social Security Number¶
f Redactill¶
identification¶
Form of Government ID¶
US PASSPORT¶
r¶
ID Number Issued By Country¶
UNITED STATES Redacted 11/00/2017¶
Date Issued¶
11/07/2007¶
Expiration Date¶
C Tent C.,:nvorage¶
Client Coverage¶
Decision Maker ECI Decision Maker Full Name¶
j0633017781¶
“ranker SI) Banker Full Ns Client Service Team ID Client Service Team Name Cost Center Code¶
i U979604 ROBERT A 776 SAN FRANCISCO (TX) 2 010628 1…¶
Investor SID U169766¶
Investor Full Name¶
DAVID W LYON¶
Introduction¶
Clef t Introduction Details¶
How were you introduced to the cient?¶
Sergey Bin is the co-founder of Google Inc. He was referred to the San Francisco office of the Private Bank and banker Robert by Jes Staley, of the JPM Investment Bank in 2003. Sergey, as well as members of his family office: CEO, CFO and CIO have met with ary Erdoes, Kelly Coffey, John Duffy and other regional executives.¶
What additional research have you done on the client, aside from meeting them in person?¶
Sergey Bin Is a well known public figure and tech darling as one of the co-founders of Google Inc. He Is listed as #19 on the Forbes Billionaires fist (see attached). We work very closely with the Sergey Brio family office, called Bayshore Global, and communicate with them at least 1 x per day.¶
Has the banker or other appropriate officer of JPMorgan met the client in person?¶
Yes¶
PEP¶
F s the client a current or former Senior Untied States or Non-USA Official also known as a Politically Exposed Person (PEP), related to a PEP, or Closely associated with a PEP?¶
SCUMS of Wealth / Financial Information¶
Which countryges) Ls(are) the Clients primary Source of Wealth or Income derived?¶
UNITED STATES¶
le 10% or more of the wealth derived from assets, Investments or company ownership in any OFAC Sanctioned Countries?¶
Employment Status¶
Employed¶
Source(s) of Wealth - Identify the clients source(a) of wealth from the following list of options¶
Employment, Income/Earnings from Client-Owned Business, Invesbnents - Appreciation from Investable Assets. Other¶
Employment¶
| I Employer Name | Occupation | Years at Position Annual Compensation(including salary & bonuses) |
|---|---|---|
| Google, Inc | Founder | 16 $1.00 |
| Confining himself to a more background role, Brin Iill | Page run the show as CEO while he oversees the secretive Google Xdivision, dedicated to | |
| breakthrough ‘moonshots-like dmreriess cars and | the augmented-reality spectacles he wears everywhere. Brin Currently holds 23.2MM | |
| In April 2014, Google underwent a | Ili | split to introduce new Class C shares that will carry no voting power. That move will consolidate the |
| power of executives Including | nn. | He was referred to the San Francisco Private Bank office by Jes Staley, then head of the US |
| le this a private or public company? (if private, please list owners - if public, vault le | the biker symbol?) | |
| Dst “gnificant i | investrnent activities. (Types of Investments and investment vehicles | such as stocks, bonds, real estate.) |
| JP Private Bank currently manages $4BN in liquid investment assets for Sergey Brin, woes all asset classes: equities, Ibred income and | ||
| es, Including Private Equity, Real Estate and Hedge Funds. | ||
| Where did the money used to make the investment(s) originally come from a | long has the client been an investor? | |
| Sergey Brin currently has Individual brokerage accounts to enact his monthly | selii n (also known as a 10b5-1 pan). Each month we | |
| work with the Google Transfer agent Computershare to sell approx $100MM n | le as part a diversification plan and managed | |
| In April 2014, Google underwent a | in | split to Introduce new Class C shares that will carry no voting power. That move will consolidate the |
| Expected Account Activity | |
|---|---|
| Product Family | |
| Investments | |
| Credit | |
| Investments | |
| Please provide a detailed description of the purpose/intended use of the investment account(s). | |
| Sergey Brin currently has individual brokerage accounts to enact his monthly [REDACTED] selling plan (also known as a 10b5-1 plan). Each month we |
P ease describe any significant transactions over the last 12 months, including any that are outside of the expected account activity previously documented for the orient¶
Weinly manage a $100MM monthly selling plan ( 10b5-1 plan) for Sergey Brin. Shares am received from the transfer agent and sold at JP for the purpose of diversification.¶
Credit¶
Please provide a detailed description of the purposefintended use of the Credit &among.).¶
Sergey Ellin has recently requested a $500MM line ofregmlit secured by liquid diversified assets. The line of credit would be used for day to-day cash management and taxes owed as a result of the selling plan.¶
[Please - describe any significant transactions over the last 12 months, Including any that are outside of the expected account activity previously documented for the client.¶
Sergey would like to engage us for the first time on Credit via a LOC secured by diversified assets.¶
The client will be using the following credit products:¶
Line of credit - personal use (e.g. secured, unsecured, margin)¶
Please provide any additional pertinent information regarding the client’s credit request¶
This large Line Of Credit has been approved by US credit executives.¶
The following questions apply to all accounts for this client¶
What is the initial source of funding for the clienr mou nt(s)?¶
Initial funding has come from the sale of Google through a monthly diverslficalton planalag known as a 10b5-1 %selling plan, typically used for restricted or insider persons. Sergey en into a 60 Month - $100MM per month = selling plan. Google comes directly from the transfer agent, Computershare.¶
What is the ongoing source of funding for the lima, account(s)?¶
The ongoing funding will come from continued selling and diversification pram¶
LWive Transaction Activity¶
What type of wire transfer activity is expected?¶
Wke activity is not expected¶
Automatic Clearing House Transaction Activity¶
What type of ACH activity is expected?¶
Same name US domestic¶
What is the expected volume of Domestic ACH activity per month?¶
1-10¶
What is the antkipated value (dollar amount) of Domestic ACH activity per month?¶
$25,000,001 to $100,000.000¶
The cient will be using ACH for the following reason(s):¶
To send or receive funds for related external/internal accounts¶
Please provide any additional pertinent Informatioring the expected ACH activity¶
Brim custodies assets at Bank of NY Melon. After Is sold at JPM, proceeds are moved toBONY, but continued to be managed with discretion by the San Frandsco JPM Private Bank.¶
Cash Transaction Activity¶
How many cash deposits and withdrawals does the client expect to make each month?¶
Cash activity is not expected¶
Additional Parses¶
Risk Assessment¶
Please Include any additional information that would further explain your knowledge of the diets (fan* treehistory, public information, websttes, etc.)¶
I Sergey Brin is the co-founder of Google has been a client of the San Frandcso Private Bank since 2004. The Win Family relationship is one of the largest in the Private Bank with $4.§.Amialer management. Sergey has recently engaged the P $500MM Line of credit secured by his liquid diversified assets mamba by JP I’M. We also administer the $100MM per month 10b5-1 selling plan to diversify out of Fkin i concentrated Google holdings¶
Sur InflUS ()PSC¶
Summary of Risk Attributes¶
In 2012 Sergey Min, one of the co-founders of Google Inc was schedule questioned by the Federal Trade Commission in an antitrust probe. In 2013 the antitrust investigation was dosed without penalty. Google agreed to voluntarily change some business practices such as removing the restrictions for advertisers who use the online ad platform.¶
issuance sing not registered and also In 2004 Sergey Brin and Larry Page of Google Inc s yl pang in a auction style which caused the SEC to launch a informal inquiry over the III giving a interview about information before the IPO n i was not included in the prospectus. The co y received the regulatory approval, and then closed the auction after reducing the amount of sold and cutting the estimated price range. No further information was found about po en la! Security violations or violating corporate disclosure. In October 2013 Google Inc and its directors settled a shareholder class action lawsuit. The shareholder class action suit was Brockton Retirement Board of Massachusetts and alleged that Page and Brin engineered the split in that would unfairly ben founders. The settlement will allow issuance of a now ass C that will payout cash or payment if it differs more than a percent from the value of Class shares traded since¶
Please spedfy why you are comfortable with this Client given the identified risk factor(s). Your answer is your ‘business case’ and should detail all mitigating factors¶
These issues and questions are irrelevant to our oversight of Sergey’s investment portfolio nor do they pose any repitational risk to the firm. The antitrust probe was dosed without penalty, the 2004 inquiry into the use of an auction le as part of their PO Is not material, and the antitrust issues brought forward by one Institutional investor regarding the company’s split in 2014 has little reputational releance to JPM.¶
Provide Client history/detail. including when the relationship was estabished, how it came to be In UHNW/HNW. Clients association with other JPM LOBS etc¶
Sergey Brin has been a client of the Private Bank since 2004. We currently oversee assets as investment advisor and trustee that total $58+.¶
Client to whom (JPM employees), how well and how long¶
Robert Vice Chairman Private Bank 10 years. David Lyon, Managing Director, Private Bank 10 years. Mary Erdoes, CEO Asset Managemen 7 years.¶
Overall UHNW/HNW relationship size and type of accounts¶
$36+ Discretionary IM¶
Is this a shared client, what other LOB has a relationship with the client? Provide relationship manager name (if known), client of other LOB since (date) and relationship size?¶
Not a shared client¶
When was the last time you met the client? What was the reason for the meeting?¶
Met with client and his family office team July 17, 2014. We meet with his fanmily office advisors at least 3x per month given the nature of the relationship and the ongoing dynamic of our dialogue given the size of the portfolio we are overseeing.¶
Banker Attestation¶
Affirmation¶
As the client sponsor. I understand that I am primarily responsible for protecting the firm’s reputation from inappropriate business relationships, as I well as prevent fraud and money laundering. By approving this KYC, I am sponsoring this dient as to their character and reputation and from a I legal!regulatory standpoint. Yes I¶
i¶
P:ease state your rationale for conducting business with this cient¶
This is one of the top 5 relationships In the Private Bank globally. We oversee investment portfolios that have $5B+ in assets and also serve as sole trustee for GRAT remainder trusts that have $18+ in assets. In November 2009 we put In place a 5-year 1014-1 plan that liquidates $75mm GOOG per month, most of which move into portfolios that we manage. We are in discussions to renew that plan hi February 2015. Annual revenue generated by this relationship is $12mm+¶
Comments¶
Sponsorship affirmation -¶
Based on my due diligence and the information provided , I approve and accept sponsorship of Sergey Brin - as a Client horn inception and ; throughout the client relationship.¶
[Risk Fetters anti Indian¶
Risk Factors: ,¶
I No Risk Factors Present¶
RIO Indicators:¶
ACH Value : $25,000,001 to $100,000,000¶
Risk Rating¶
Initi.a Risk Rating Final Risk Rating¶
Standard Moderate¶
Reason for Adjusted Risk Rating¶
Moderate Derogatory Information¶
Report Requested from GS&I¶
In 2012 Sergey Brin, one of the co-founders of Google Inc was schedule questioned by the Federal Trade Commission in an antitrust probe. In 2013 the antitrust investigation was closed without penalty. Google agreed to voluntarily change some business practices such as removing the restrictions for advertisers who use the online ad platform.¶
In 2004 Sergey Brin and Larry Page of Google Inc sold company [REDACTED] in a auction style which caused the SEC to launch an informal inquiry over the [REDACTED] issuance being not registered and also giving an interview about information before the IPO when it was not included in the prospectus. The company received the regulatory approval, and then closed the auction after reducing the amount of [REDACTED] sold and cutting the estimated price range. No further information was found about potential Security violations or violating corporate disclosure. In October 2013 Google Inc and its directors settled a shareholder class action lawsuit. The shareholder class action suit was led by Brockton Retirement Board of Massachusetts and alleged that Page and Brin engineered the [REDACTED] split in a way that would unfairly benefit the founders. The settlement will allow issuance of a new Class C [REDACTED] that will payout cash or [REDACTED] payment if it differs more than a percent from the value of Class A shares traded since 2004.¶
GSI Report¶
Current Report Type:¶
Main Client Report Type:¶
GSI Grid¶
| Search Type | Further Review Required |
|---|---|
| Company Information |
| Corporate Records | |
|---|---|
| Other Database Searches |
| Internal Database Search (SPEADD/FPS) | |
|---|---|
| Internal database search revealed prior GDDO research for SERGEY BRIN and the following derogatory information was reported. | No |
In 2012 Sergey Brin, one of the co-founders of Google Inc was schedule questioned by the Federal Trade Commission in an antitrust probe. In 2013 the antitrust investigation was closed without penalty. Google agreed to voluntarily change some business practices such as removing the restrictions for advertisers who use the online ad platform.¶
In 2004 Sergey Brin and Larry Page of Google Inc sold company [REDACTED] in a auction style which caused the SEC to launch an informal inquiry over the [REDACTED] issuance being not registered and also giving an interview about information before the IPO when it was not included in the prospectus. The company received the regulatory approval, and then closed the auction after reducing the amount of [REDACTED] sold and cutting the estimated price range. No further information was found about potential Security violations or violating corporate disclosure. In October 2013 Google Inc and its directors settled a shareholder class action lawsuit. The shareholder class action suit was led by Brockton Retirement Board of Massachusetts and alleged that Page and Brin engineered the [REDACTED] split in a way that would unfairly benefit the founders. The settlement will allow issuance of a new Class C [REDACTED] that will payout cash or [REDACTED] payment if it differs more than a percent from the value of Class A shares traded since 2004.¶
Reference the account titled “23andMe Research Institute” (attached document labeled 939491914B) for previous research.¶
| Court Searches | |
|---|---|
| Personal Particulars |
Regulatory Sanctions¶
No additional research necessary. No¶
OFAC/Control List Search¶
No additional research necessary. No¶
GSI Red Dot¶
Has this been identified as Red Dot KYC? Negative or Inconsistent Information Yes No¶
Details (Include KYC names in which this was previously reported. if any)¶
Reference the account Stied ‘23andMe Research Institute• (attached document labeled 9394919148) for previous research.¶
Please respond to any issue identified in the GSeil grid that either needs further review or red dot which is not a ready covered in Business Case within the KYC¶
Given the role that Sergey plays at Google (co-founder) and also the overall wealth that he has created, It is nature and customary for his name to be included in matters referenced in the GS& grid. None of this is directry related to his actions as a client of the firm not should it impact haw we senAce Nm °sachet* OK to proceed.¶
Cr -nenbe¶
(No Commenb Available)¶
| Data / Time | Stage | Owner Name | Team | Detail |
|---|---|---|---|---|
| 07108/2014 23:12 Compose | FLYNN GOVERN M469527) | OnbosnIng Owner | Initiated Ticket | |
| 07122/2014 15:15 Banker Attestation | ROBERT (0979604) | KYC PB ATTESTORS | Approved Client | |
| 07/23,2014 1196 Market Manager | JERSAY GELLER (0432015) | KYC PB MARKET DIRECTOR | Approved Client | |
| 07,23/2014 14.58 - | Region Director | OLIVER DE GIVENCHY (0004303) | KYC PB CEO DIRECT REPORT | Approved Client |