First Marblehead (FMD) Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

FP Resources USA Inc.

(Last) (First) (Middle)

C/O STAN SPAVOLD

757 BEDFORD HIGHWAY

(Street)

BEDFORD A5 B4A 3Z7

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/31/2015

3. Issuer Name and Ticker or Trading Symbol
FIRST MARBLEHEAD CORP [ FMD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01	1,931,913(1)	I	See Footnote(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

FP Resources USA Inc.

(Last) (First) (Middle)

C/O STAN SPAVOLD

757 BEDFORD HIGHWAY

(Street)

BEDFORD A5 B4A 3Z7

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lobster Point Properties Ltd

(Last) (First) (Middle)

757 BEDFORD HIGHWAY

(Street)

BEDFORD A5 B4A 3Z7

(City) (State) (Zip)

Explanation of Responses:

1. On December 31, 2015, John Carter Risley ("Mr. Risley") transferred the reported securities of the Issuer to FP Resources USA Inc. ("FP Resources"), which is a wholly owned subsidiary of Lobster Point Properties Limited ("Lobster Point"), which is a wholly owned subsidiary of Mr. Risley, in a transaction exempt pursuant to Section 16a-13. Neither Mr. Risley, FR Resources or Lobster Point has acquired any securities of the Issuer since FP Resources becoming the nominee holder of the shares. The filing of this Form 3 by FP Resources and Lobster Point shall not be deemed an admission that FP Resources or Lobster Point is, for purposes of Section 16 of the Securities Act of 1933, as amended, or otherwise, the beneficial owner of any of the equity securities covered by this Form 3.

2. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuiniary interest therein.

Remarks:

	/s/ Stan Spavold, Secretary of FP Resources USA Inc.	02/29/2016
	/s/ Stan Spavold, Secretary of Lobster Point Properties Limited	02/29/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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