First Marblehead (FMD) Form 4 FIRST MARBLEHEAD / Barry Heneghan ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Heneghan Barry

(Last) (First) (Middle)

C/O THE FIRST MARBLEHEAD CORPORATION

ONE CABOT ROAD, SUITE 200

(Street)

MEDFORD MA 02155

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2015

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/01/2015		M		4,659	A	(1)	70,266	D
Common Stock	09/01/2015		F		1,723	D	$3.88	68,543	D
Common Stock	09/01/2015		M		15,000	A	(2)	83,543	D
Common Stock	09/01/2015		F		5,546	D	$3.83	77,997	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	09/01/2015		M			4,659	(3)	(3)	Common Stock	4,659	(3)	0	D
Restricted Stock Units	(2)	09/01/2015		M			15,000	(4)	(4)	Common Stock	15,000	(4)	45,000(5)	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of common stock on the applicable vesting date. 4,659 restricted stock units vested on September 1, 2015. Vested shares will be issued to the reporting person as soon as practicable after each vesting date.

2. Each restricted stock unit represents a contingent right to receive one share of common stock on the applicable vesting date. 15,000 restricted stock units vested on September 1, 2015. Vested shares will be issued to the reporting person as soon as practicable after each vesting date.

3. On September 1, 2011, the reporting person was granted 18,638 restricted stock units, vesting in four equal annual installments beginning on September 1, 2012, the first anniversary of the date of the grant.

4. On September 1, 2014, the reporting person was granted 60,000 restricted stock units, vesting in four equal annual installments beginning on September 1, 2015, the first anniversary of the date of the grant.

5. Following the vesting of the 15,000 restricted stock units reported hereby, the remaining 45,000 restricted stock units will vest in three equal annual installments ending on September 1, 2018.

Remarks:

	/s/ Barry Heneghan	09/02/2015
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.