Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
bulletInformation about Form 990-PF and its instructions is at www.irs.gov/form990pf.
OMB No. 1545-0052
2015
Open to Public Inspection
For calendar year 2015, or tax year beginning 01-01-2015 , and ending 12-31-2015
Name of foundation
THE GOODNOW FUND
 
Number and street (or P.O. box number if mail is not delivered to street address)9 OLD KINGS HIGHWAY SOUTH
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
DARIEN, CT068204523
A Employer identification number

06-6395384
B Telephone number (see instructions)

(203) 655-6272
C bullet
G Check all that apply:

D 1. bullet
2. bullet
E bullet
H Check type of organization:
F bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$27,104,224J Accounting method:
 
(Part I, column (d) must be on cash basis.)
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet Sch. B .............
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities... 67,297 67,297  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 2,684,121
b Gross sales price for all assets on line 6a 1,679,327
7 Capital gain net income (from Part IV, line 2)... 2,684,121
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule)....... Click to see attachment -142,462 -142,462  
12 Total. Add lines 1 through 11........ 2,608,956 2,608,956  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 41,185 0   0
14 Other employee salaries and wages...... 60,262 60,262   0
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule).......        
c Other professional fees (attach schedule).... Click to see attachment 5,234 3,470   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 18,123 2,607   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings....... 4,998 4,998   0
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 27,807 27,807   0
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 157,609 99,144   0
25 Contributions, gifts, grants paid....... 1,402,850 1,402,850
26 Total expenses and disbursements. Add lines 24 and 25 1,560,459 99,144   1,402,850
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 1,048,497
b Net investment income (if negative, enter -0-) 2,509,812
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2015)
Form 990-PF (2015)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.)		 Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing............. 1,393,081 3,345,834 3,345,834
2 Savings and temporary cash investments.........      
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 1,558,256 Click to see attachment1,930,353 3,872,129
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 16,787,744 Click to see attachment15,511,391 19,886,261
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 19,739,081 20,787,578 27,104,224
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable..................    
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22)......... 0 0
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted..................    
25 Temporarily restricted...............    
26 Permanently restricted...............    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds........ 7,535,100 7,535,100
28 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
29 Retained earnings, accumulated income, endowment, or other funds 12,203,981 13,252,478
30 Total net assets or fund balances (see instructions)..... 19,739,081 20,787,578
31 Total liabilities and net assets/fund balances (see instructions). 19,739,081 20,787,578
Part III
Analysis of Changes in Net Assets or Fund Balances
1
Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree with end-of-year figure reported on prior year’s return) ...............
1
19,739,081
2
Enter amount from Part I, line 27a .....................
2
1,048,497
3
Other increases not included in line 2 (itemize) bullet
3
0
4
Add lines 1, 2, and 3 ..........................
4
20,787,578
5
Decreases not included in line 2 (itemize) bullet
5
0
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .
6
20,787,578
Form 990-PF (2015)
Form 990-PF (2015)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.) 		(b) How acquired
P—Purchase
D—Donation 		(c) Date acquired
(mo., day, yr.) 		(d) Date sold
(mo., day, yr.)
1 a RUANE, CUNNIFF & GOLDFARB P 2015-01-01 2015-12-31
b FROM PARTNERSHIP ALTAROCK FUND P    
c FROM PARTNERSHIP CAPCAP ENERGY P    
d FROM PARTNERSHIP CAPCAP RESOURCES P    
e FROM PARTNERSHIP DISCOVERY GLOBAL P    
FROM PARTNERSHIP GOODNOW, GRAY & CO. P    
FROM PARTNERSHIP OLD KING'S CAPITAL LP P    
FROM PARTNERSHIP TIGER GLOBAL LP P    
ADD AMOUNT TAXABLE AS UBTI P    
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a 1,679,327     105,083
b       80,603
c       -2,928
d       -62,787
e       1,152,852
      778,316
      409,972
      213,716
      9,294
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l) Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i) F.M.V. as of 12/31/69 (j) Adjusted basis
as of 12/31/69 		(k) Excess of col. (i)
over col. (j), if any
a       105,083
b       80,603
c       -2,928
d       -62,787
e       1,152,852
      778,316
      409,972
      213,716
      9,294
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 2,684,121
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 ................... 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)
If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2014 1,098,300 28,174,730 0.038982
2013 885,500 25,604,435 0.034584
2012 1,239,839 21,698,213 0.057140
2011 989,103 20,061,039 0.049305
2010 801,790 20,055,465 0.039979
2
Total of line 1, column (d) .....................
20.219990
3
Average distribution ratio for the 5-year base period—divide the total on line 2 by 5, or by
the number of years the foundation has been in existence if less than 5 years . . .
3
0.043998
4
Enter the net value of noncharitable-use assets for 2015 from Part X, line 5.....
4
27,849,443
5
Multiply line 4 by line 3......................
5
1,225,320
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
25,098
7
Add lines 5 and 6........................
7
1,250,418
8
Enter qualifying distributions from Part XII, line 4.............
8
1,402,850
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions.
Form 990-PF (2015)
Form 990-PF (2015)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)
1a Bullet and enter “N/A" on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 25,098
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2........................... 3 25,098
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4 0
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 25,098
6 Credits/Payments:
a 2015 estimated tax payments and 2014 overpayment credited to 2015 6a 29,250
b Exempt foreign organizations—tax withheld at source...... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c 25,000
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 54,250
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 29,152
11 Enter the amount of line 10 to be: Credited to 2015 estimated taxBullet29,152 RefundedBullet 11 0
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see Instructions
for definition)?.................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletCT
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2015 or the taxable year beginning in 2015 (see instructions for Part XIV)?
    If "Yes," complete Part XIV.............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
    and addresses. ...............................
    10
     
    No
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement (see instructions).................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletTHEGOODNOWFUND.ORG
    14
    The books are in care ofbulletEdward B Goodnow Telephone no.bullet (203) 655-6272

    Located atbullet9 OLD KINGS HIGHWAY SOUTHDARIENCT ZIP+4bullet068204523
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.......bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16 At any time during calendar year 2015, did the foundation have an interest in or a signature or other authority over YesNo
    a bank, securities, or other financial account in a foreign country?
    16   No
    See instructions for exceptions and filing requirements for FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR). If "Yes", enter the name of the foreign country bullet  
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?......................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?...............
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).......
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see instructions)? ........
    1b
     
     
    ........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2015?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2015, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2015?.............
    If "Yes," list the years bullet2013, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
    Yes
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?......................
    b
    If "Yes," did it have excess business holdings in 2015 as a result of (1) any purchase by the foundation
    or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved
    by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)
    the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine
    if the foundation had excess business holdings in 2015.)..................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2015?
    4b
     
    No
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 6
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required (Continued)
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?.............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? (see instructions)................
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?.....
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......
    5b
     
     
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?..........
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?.....................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 7
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation (see instructions).
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to employee benefit plans and deferred compensation (e) Expense account,
    other allowances
    Edward B Goodnow Trustee
    2.00     		0 0 0
    9 OLD KINGS HIGHWAY SOUTH
    Darien,CT06820
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    CYNTHIA L RUSSELL PROGRAM DIRECTOR
    21.00     		75,000 0 0
    9 OLD KINGS HIGHWAY SOUTH
    DARIEN,CT06820
    Total number of other employees paid over $50,000...................bullet 1
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1
     
    2  
    3  
    4  
    Part IX-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet0
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 8
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    3,857,065
    b
    Average of monthly cash balances.......................
    1b
    2,369,459
    c
    Fair market value of all other assets (see instructions)................
    1c
    22,047,022
    d
    Total (add lines 1a, b, and c).........................
    1d
    28,273,546
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    28,273,546
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    424,103
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    27,849,443
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    1,392,472
    Part XI
    Distributable Amount bullet
    1
    Minimum investment return from Part X, line 6....................
    1
    1,392,472
    2a
    Tax on investment income for 2015 from Part VI, line 5......
    2a
    25,098
    b
    Income tax for 2015. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    25,098
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    1,367,374
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    1,367,374
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    1,367,374
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
    1,402,850
    b
    Program-related investments—total from Part IX-B..................
    1b
    0
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    1,402,850
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b (see instructions).................
    5
    25,098
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    1,377,752
    Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
    the section 4940(e) reduction of tax in those years.
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2014     		(c)
    2014     		(d)
    2015
    1 Distributable amount for 2015 from Part XI, line 7 1,367,374
    2 Undistributed income, if any, as of the end of 2015:
    a Enter amount for 2014 only....... 1,395,714
    b Total for prior years:2013, 20, 20 18,387
    3 Excess distributions carryover, if any, to 2015:
    a From 2010......  
    b From 2011......  
    c From 2012......  
    d From 2013......  
    e From 2014......  
    fTotal of lines 3a through e........ 0
    4Qualifying distributions for 2015 from Part
    XII, line 4: bullet$ 1,402,850
    a Applied to 2014, but not more than line 2a 1,395,714
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		Click to see attachment7,136
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		0
    d Applied to 2015 distributable amount..... 0
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2015. 0 0
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 0
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ..........     		11,251
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		11,251
    e Undistributed income for 2014. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2016. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2015 ..........     		1,367,374
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		0
    8Excess distributions carryover from 2010 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2016.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2011....  
    b Excess from 2012....  
    c Excess from 2013....  
    d Excess from 2014....  
    e Excess from 2015....  
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 10
    Part XIV
    Private Operating Foundations (see instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2015, enter the date of the ruling.......bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2015 (b) 2014 (c) 2013 (d) 2012
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used directly
    for active conduct of exempt activities ..........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the organization had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    Edward B Goodnow
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or e-mail address of the person to whom applications should be addressed:
    Edward B Goodnow
    9 OLD KINGS HIGHWAY SOUTH
    DARIEN,CT06820
    (203) 655-6272
    CRUSSELL@GOODNOW.COM
    bThe form in which applications should be submitted and information and materials they should include:
    No specific Format
    cAny submission deadlines:
    No Specific Deadline
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    Organization must be listed under Sec. 170(c)
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 11
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    Darien Athletic Foundation
    17 Old Kings Highway South Suite
    140
    Darien CT,CT06820     		  Public Playing fields 100,000
    Catholic Relief Services
    PO Box 17526
    Baltimore,MD212988180     		  Public Drilling wells in Ethiopia 100,000
    Stamford Hospital Foundation
    1351 Washington Blvd Suite 202
    Stamford,CT06902     		  Public Capital Campaign 200,000
    Alzheimer's Association
    225 North Michigan Avenue 17th
    Floor
    Chicago,IL60601     		  Public General Support 200,000
    The Fresh Air Fund
    633 Third Avenue 14th Floor
    New York,NY10017     		  Public Campership and College Connections 25,000
    We Will Ride
    PO Box 1155
    Ridgefield,CT06877     		  Public General Support 1,000
    Westchester Land Trust
    403 Harris Road
    Bedford Hills,NY10507     		  Public General Support 1,000
    The North Salem Open Land Foundation
    PO Box 176
    North Salem,NY10560     		  Public General Support 1,000
    King Low Heywood Thomas
    1450 Newfield Avenue
    Stamford,CT06905     		  Public Annual Fund 3,000
    Person-to-Person - Scholarships
    1864 Post Road
    Darien,CT06820     		  Public Scholarship 10,000
    Person-to-Person - Campership
    1864 Post Road
    Darien,CT06820     		  Public Campership 3,500
    National World War II Museum
    945 Magazine Street
    New Orleans,LA70130     		  Public General Operating 1,000
    Darien Historical Society
    45 Old Kings Highwat North0
    Darien,CT06820     		  Public General Operating 500
    Rye Country Day Alumni Fund
    1 Cedar Street
    Rye,NY105802034     		  Public Annual Fund 2,000
    Community Fund of Darien
    701 Post Road PO Box 926
    Darien,CT06820     		  Public General 20,000
    Americares
    88 Hamilton Avenue1
    Stamford,CT069023111     		  Public Nepal Relief Fund 5,000
    At Home in Darien (formerly Aging in Place & Galivant)
    PO Box 1242
    Darien,CT06820     		  Public General Operating 2,500
    Carver Foundation of Norwalk
    7 Academy Street
    Norwalk,CT06850     		  Public High School After School Program 8,500
    Connecticut College - Annual Fund
    270 Mohegan Avenue
    New London,CT063204196     		  Public Annual Fund 2,000
    Darien Arts Center
    2 Renshaw Road
    Darien,CT06820     		  Public General Operating 1,000
    Darien Book Aid Plan
    1926 Post Road
    Darien,CT06820     		  Public General Operating 1,000
    Darien Community Association
    274 Middlesex Road
    Darien,CT06820     		  Public General Operating 1,000
    Darien Land Trust
    PO Box 1074
    Darien,CT06820     		  Public General Operating 1,000
    Darien Library
    1441 Post Road
    Darien,CT06820     		  Public Audio books of history and biography 10,000
    Darien Nature Center
    120 Brookside Road
    Darien,CT06820     		  Public General Operating 1,000
    Depot The
    25 Heights Road
    Darien,CT06820     		  Public General Operating 500
    Flying Cloud Institute
    731 South Sandisfield Road0
    New Marlborough,MA01230     		  Public General Operating 1,000
    Friends of Selleck Woods
    10 Harriet Lane
    Darien,CT06820     		  Public General Operating 200
    Family and Children's Agency
    9 Mott Avenue
    Norwalk,CT06850     		  Public Senior Case Manager 15,000
    Connecticut Radio Information Services (CRIS Radio)
    315 Windsor Avenue
    Windsor,CT06095     		  Public General Operating 3,000
    St Luke's Church
    1864 Post Road
    Darien,CT06820     		  Public Stewardship 3,000
    Mercy Learning Center
    637 Park Avenue
    Bridgeport,CT06604     		  Public General Support 10,000
    Child Advocates of SW CT
    383 Main Avenue
    Norwalk,CT06851     		  Public General Support 3,000
    Tiny Miracles
    381 Post Road 2nd Floor
    Darien,CT06820     		  Public General Support 2,000
    Neighbors Link Stamford
    75 Selleck Street
    Stamford,CT06902     		  Public General Support 5,000
    LISC
    75 Charter Oak Avenue Suite 2-250
    Hartford,CT06106     		  Public Fairfield County Affordable Housing Collaborative] 5,000
    New Marlborough Preservation Land Trust
    PO Box 271
    Southfield,MA01259     		  Public General Support 500
    Smile Train
    PO Box 96321
    Washington,DC200906231     		  Public General Support 2,000
    Hancock Shaker Village
    POBox 927
    Pittsfield,MA01201     		  Public Strategic Planning 5,000
    The Kennedy Center
    2440 Reservoir Avenue
    Trumbull,CT06611     		  Public Autism Program 5,000
    Caroline House
    574 Stillman Street
    Bridgeport,CT06610     		  Public General Support 2,500
    All Our Kin
    PO Box 8477
    New Haven,CT06530     		  Public General Support 2,500
    Wildlife in Crisis
    PO Box 1246
    Weston,CT06883     		  Public Annual Event 200
    Atlantic Salmon Federation
    ATTN Bill Taylor PO Box 807
    Calais,ME046190807     		  Public Operating Expenses 25,000
    North Salem Bridle Trails Association
    PO Box 585
    North Salem,NY10506     		  Public Operations 1,000
    Berkshire Hatchery Foundation
    PO Box 84
    Monterey,MA01245     		  Public Operations 500
    Catholic Relief Services
    P O Box 17526
    Baltimore,MD212988180     		  Public Middle East Migration Crisis 10,000
    New Marlborough 5 Village News
    PO Box 243
    Southfield,MA01259     		  Public General Support 300
    One West 54th Street Foundation co The University Club
    1 W 54th Street
    New York,NY100195485     		  Public Support for Renovation of the University Club 1,000
    Connecticut Junior Republic
    550 Goshen Road
    Litchfield,CT06759     		  Public General Support 2,000
    Darien Emergency Medical Services-Post 53
    PO Box 2066
    Darien,CT06820     		  Public General Support 2,000
    Darien Fire Department
    848 Post Road
    Darien,CT06820     		  Public General Support 500
    Family Centers
    40 Arch Street PO box 7550
    Greenwich,CT068367550     		  Public General Support 30,000
    Guiding Eyes for the Blind
    611 Granite Springs Road
    Yorktown,CT10598     		  Public General Support 2,000
    Hotchkiss School
    11 Interlaken Road
    Lakeville,CT060392141     		  Public Annual Fund 2,000
    INSPIRICA
    141 Franklin Street
    Stamford,CT06901     		  Public General Support 25,000
    Miss Porter's School
    60 Main Street
    Farmington,CT06032     		  Public Annual Fund 2,000
    Miss Porter's School
    60 Main Street
    Farmington,CT06032     		  Public Wellness Center Renovations 15,000
    New Marlborough Library
    1 Mill River Great Barrington Road
    Mill River,MA01244     		  Public General Support 500
    New Marlborough Village Association
    154 Hartsville New Marlborough Road
    New Marlborough,MA01230     		  Public General Support 1,000
    New Marlborough Volunteer Emergency Services Fund
    205 Norfolk Road
    Mill River,MA01244     		  Public General Support 1,000
    New York Glaucoma Research Institute
    310 East 14th Street
    New York,NY10003     		  Public Glaucoma 1,000
    Norfolk Library
    9 Greenwoods Road East
    Norfolk,CT06058     		  Public General Support 200
    PAWS
    504 Main Street
    Norwalk,CT06851     		  Public General Support 2,500
    Princeton Prospect Foundation
    40 Prospect Avenue
    Princeton,NJ08540     		  Public General Support 500
    Princeton University
    PO Box 5357
    Princeton,NJ085435357     		  Public Annual Fund 2,000
    Rhode Island School of Design
    Two College Street
    Providence,RI029032784     		  Public Annual Fund 2,000
    Rhode Island School of Design
    Two College Street
    Providence,RI029032784     		  Public Scholarship 50,000
    Save the Children
    501 Kings Highway
    Fairfield,CT06825     		  Public Halaby- Murphy Fund 100,000
    Seeing Eye The
    10 Washington Valley Road
    Morristown,NJ07960     		  Public General Support 10,000
    Shelter for the Homeless
    597 Pacific Street
    Stamford,CT06902     		  Public General Support 2,500
    Special Olympics of CT
    PO Box 4000
    Hamden,CT065140010     		  Public General Support 200
    Teach for America
    142 Temple StreetSuite 303
    New Haven,CT06510     		  Public General Support 5,000
    THIRTEEN
    825 Eighth Street 14th Floor
    New York,NY100197435     		  Public General Support 5,000
    Tree Conservancy of Darien
    25 Old Kings Highway North Suite 12
    166
    Darien,CT06820     		  Public General Support 1,000
    Trustees of Reservations
    572 Essex Street
    Beverly,MA01915     		  Public General Support 1,000
    USO
    PO Box 96860
    Washington,DC200777677     		  Public General Support 10,000
    Waterside School
    770 Pacific Street
    Stamford,CT06902     		  Public General Support 15,000
    YMCA of Darien
    2420 Post Road
    Darien,CT06820     		  Public General Support 1,000
    Fairfield County's Community Foundation
    383 Main Avenue
    Norwalk,CT068511543     		  Public General Support 10,000
    CT Fund for the Environment
    142 Temple Street Suite 305
    New Haven,CT06510     		  Public Save the Sound Program-Long Island Sound Report Card 5,000
    Planned Parenthood of Southern New England
    345 Whitney Avenue
    New Haven,CT06511     		  Public Teen Engagement-STAR Program 5,000
    World Animal Protection
    450 7th Avenue 31st Floor
    New York,NY10123     		  Public Anti-Bear Baiting Programs 5,000
    Farm Sanctuary
    PO Box 150
    Watkins Glen,NY148910150     		  Public General Support 2,500
    HORSE of Connecticut
    43 Wilbur Road
    Washington,CT06777     		  Public General Support 2,500
    The Animal Center
    PO Box 475
    Newtown,CT06470     		  Public General Support 500
    Wildlife Conservation Society
    2300 Southern Boulevard
    Bronx,NY10460     		  Public Anti-Elephant Poaching 5,000
    HomeFront Inc
    88 Hamilton Avenue
    Stamford,CT069023111     		  Public General Support 2,000
    AmeriCares
    88 Hamilton Avenue
    Stamford,CT069023111     		  Public Mobile Clinic 5,000
    The Summer Camp
    8 Church Street
    Bridgton,ME04009     		  Public General Support 3,000
    New Covenant Center
    174 Richmond Hill Avenue
    Stamford,CT06902     		  Public Volunteer Program 7,500
    Supportive Housing Works
    387 Clinton Avenue
    Bridgeport,CT06605     		  Public Homeless Youth Program 5,000
    CT Voices for Children
    33 Whitney Avenue
    New Haven,CT06510     		  Public Fellowship Program 5,000
    Person to Person
    1864 Post Road
    Darien,CT06820     		  Public Emergency Services 15,000
    Yale University
    PO Box 2038
    New Haven,CT065212038     		  Public Center for Emotional Intelligence Bridgeport RULER Program-Training for Families 10,000
    Volunteer Square
    PO Box 1085
    Greens Farms,CT06838     		  Public General Support 5,000
    Atlantic Salmon Federation
    ATTN Bill Taylor PO Box 807
    Calais,ME046190807     		  Public Penobscot River Restoration Project 25,000
    Hancock Shaker Village
    POBox 927
    Pittsfield,MA01201     		  Public Restoration of museum buildings 15,000
    International Institute of Connencticut
    670 Clinton Avenue
    Bridgeport,CT06605     		  Public Program for New Refugees 10,000
    Adopt A Dog
    PO Box 11135
    Greenwich,CT06831     		  Public Animal Health Program 10,000
    Norwalk Community College Foundation
    188 Richards Avenue E-311
    Norwalk,CT06854     		  Public General Support 15,000
    Childhood Learning Center
    64 Palmers Hill Road
    Stamford,CT06902     		  Pubic General Support 5,000
    Susan B Anthony
    179 Water Street
    Torrington,CT06790     		  Public General Support 5,000
    Animal Alliance Welfare League
    PO Box 1775
    New Britain,CT06050     		  Public General Support 2,000
    NPR
    1111 North Capital Street NE
    Washington,DC20002     		  Public General Support 2,000
    Norwalk Land Trust
    PO Box 34
    Norwalk,CT06853     		  Public General Support 1,000
    Housing Development Fund
    100 Prospect Street
    Stamford,CT06901     		  Public Homeownership Program 10,000
    Learning Ally
    20 Roszel Road
    Princeton,NJ08540     		  Public College Success Program 2,500
    Wildlife in Crisis
    PO Box 1246
    Weston,CT06883     		  Public General Support 5,000
    Historic Deerfield
    PO Box 321 84B Old Main Street
    Deerfield,MA01342     		  Public General Support 10,000
    Darien Historical Society
    45 Old Kings Highway North
    Darien,CT06820     		  Public General Support 2,000
    Stanford University Clayman Institute for Gender Research
    Arrillage Alumni Center 326 Galvez
    Street
    Stanford,CA943056105     		  Public Summer Internship Program 15,000
    Darien Police Association
    PO Box 5357
    Darien,CT06820     		  Public General Support 250
    Operation Hope
    636 Old Post Road
    Fairfield,CT06824     		  Public General Support 5,000
    A Better Chance
    PO Box 3204
    Darien,CT06820     		  Public General Support 5,000
    Kids in Crisis
    One Salem Street
    Cos Cob,CT06807     		  Public General Support 5,000
    Arbor Vitae Society
    Fairview Hospital 29 Lewis Avenue
    Great Barrington,MA01230     		  Public Fairview Hospital 2,000
    All Our Kin
    PO Box 8477
    New Haven,CT06530     		  Public Stamford Expansion 5,000
    Soundkeeper
    PO Box 4058
    Norwalk,CT06852     		  Public General Support 1,000
    Women's Mentoring Network
    141 Franklin Street
    Stamford,CT06901     		  Public General Support 5,000
    Fairfield County's Community Foundation
    383 Main Avenue
    Norwalk,CT068511543     		  Public Pathways to Careers 5,000
    International Institute of CT
    670 Clinton Avenue
    Bridgeport,CT06605     		  Public Refugee Program 10,000
    Caroline House
    574 Stillman Street
    Bridgeport,CT06610     		  Public General Support 6,000
    Save the Children
    501 Kings Highway
    Fairfield,CT06825     		  Public General Support 30,000
    Total .................................bullet 3a 1,402,850
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 12
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3
    Interest on savings and temporary cash investments ...........     		         
    4 Dividends and interest from securities.... 900000 191 14 67,106  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6
    Net rental income or (loss) from personal property     		         
    7 Other investment income.....          
    8
    Gain or (loss) from sales of assets other than inventory ............     		900000 9,294 18 2,674,827  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue:
    aFROM PARTNERSHIP ALTAROCK FUND     		        -19,170
    bFROM PARTNERSHIP - GOODNOW, GRAY & CO.         -13,696
    cFROM PARTNERSHIP - OLD KING'S CAPITAL LP         -34,468
    dFROM PARTNERSHIP - TIGER GLOBAL LP         -75,128
    e
    12 Subtotal. Add columns (b), (d), and (e).. 9,485 2,741,933 -142,462
    13Total. Add line 12, columns (b), (d), and (e)..................
    132,608,956
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    1 ACTIVITIES PURPOSE IS TO INCREASE THE CONTRIBUTIONS TO CHARITIES
    2 ACTIVITIES PURPOSE IS TO INCREASE THE CONTRIBUTIONS TO CHARITIES
    3 ACTIVITIES PURPOSE IS TO INCREASE THE CONTRIBUTIONS TO CHARITIES
    4 ACTIVITIES PURPOSE IS TO INCREASE THE CONTRIBUTIONS TO CHARITIES
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 13
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    Yes
    No
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If "Yes," complete the following schedule.

    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's name SmallBullet
    		 Firm's EIN SmallBullet
    Firm's address SmallBullet


    		 Phone no.
    Form 990-PF (2015)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2015 AppliedToPriorYearElection
    Name:
    THE GOODNOW FUND
    EIN:
    06-6395384
    Election:
    The foundation elects to apply $7,136 of 2015 qualifying distributions against 2013 undistributed income. Due to an oversite on the 2014 990-PF return, the undistributed income from 2013 was not completely distributed in 2015. The foundation will distributed the remaining undistributed income of $11,251 in 2016.

    TY 2015 InvestmentsCorpStockSchedule
    Name:
    THE GOODNOW FUND
    EIN:
    06-6395384
    Name of Stock End of Year Book Value End of Year Fair Market Value
    17 SHARES BERKHSIRE HATHAWAY 1,558,256 3,362,600
    15,792 SHARES JD.COM 372,097 509,529

    TY 2015 InvestmentsOtherSchedule2
    Name:
    THE GOODNOW FUND
    EIN:
    06-6395384
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    ALTAROCK FUND L.P. AT COST 1,838,906 2,101,958
    GOODNOW, GRAY & CO. AT COST 917,760 754,006
    OLD KING'S CAPITAL LP AT COST 1,608,030 2,192,821
    RUANE CUNNIFF & GOLDFARB: Managed Account AT COST 2,011,217 2,355,656
    TIGER GLOBAL LP AT COST 1,395,478 1,789,259
    BAY POND PARTNERS AT COST 980,000 2,629,147
    CAMCAP ENERGY RESOURCES OFFSHORE LTD AT COST 0 0
    CAMCAP RESOURCES OFFSHORE FUND LP AT COST 0 0
    DISCOVERY GLOBAL OPPORTUNITY FUND LTD AT COST 0 0
    AKO FUND LTD AT COST 980,000 1,259,229
    EAST SIDE CAPITAL AT COST 1,680,000 2,286,381
    AKO EUROPEAN LONG ONLY FUND AT COST 900,000 1,315,748
    TIGER RATAN CAPITAL FUND LP AT COST 2,300,000 2,221,619
    TIGER GLOBAL LONG ONLY FUND AT COST 540,000 576,272
    TIGER GLOBAL INTERNET OPP. FUND AT COST 360,000 404,165

    TY 2015 OtherExpensesSchedule
    Name:
    THE GOODNOW FUND
    EIN:
    06-6395384
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Ruane Cunniff & Goldfarb: Management Fee 27,807 27,807   0


    TY 2015 OtherIncomeSchedule2
    Name:
    THE GOODNOW FUND
    EIN:
    06-6395384
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    FROM PARTNERSHIP ALTAROCK FUND -19,170 -19,170 -19,170
    FROM PARTNERSHIP - GOODNOW, GRAY & CO. -13,696 -13,696 -13,696
    FROM PARTNERSHIP - OLD KING'S CAPITAL LP -34,468 -34,468 -34,468
    FROM PARTNERSHIP - TIGER GLOBAL LP -75,128 -75,128 -75,128


    TY 2015 OtherProfessionalFeesSchedule
    Name:
    THE GOODNOW FUND
    EIN:
    06-6395384
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Computer & Website Maintenance 5,234 3,470   0


    TY 2015 TaxesSchedule
    Name:
    THE GOODNOW FUND
    EIN:
    06-6395384
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Federal Excise Tax 15,516 0   0
    Foreign Tax Withheld THROUGH Partnership 2,607 2,607   0