| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol FIRST MARBLEHEAD CORP [ FMD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/22/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 08/22/2016 | D | 8,374 | D | $5.05(1) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | (2) | 08/22/2016 | D | 10,000 | (3) | (3) | Common Stock | 10,000 | (3) | 0(3) | D | ||||
| Restricted Stock Units | (2) | 08/22/2016 | D | 20,000 | (4) | (4) | Common Stock | 20,000 | (4) | 0(4) | D | ||||
| Explanation of Responses: |
| 1. On August 22, 2016, pursuant to the Agreement and Plan of Merger among the issuer, FP Resources USA Inc. (the "Parent") and FP Resources Acquisition Corp. (the "Transitory Subsidiary"), dated June 2, 2016 (the "Merger Agreement"), the Transitory Subsidiary merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of the Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, the shares automatically converted into a right to receive $5.05 per share in cash. |
| 2. Each restricted stock unit represents a contingent right to receive one share of common stock on the applicable vesting date. |
| 3. On August 4, 2014, the reporting person was granted 20,000 restricted stock units, vesting in four equal annual installments beginning on August 4, 2015, the first anniversary of the date of the grant. Pursuant to the terms of the Merger Agreement, 100% of the restricted stock units vested at the effective time of the Merger. Each such restricted stock unit that vested at the effective time of the Merger Agreement was disposed of pursuant to the Merger Agreement in exchange for a cash payment of $5.05 per restricted stock unit. |
| 4. On November 30, 2015, the reporting person was granted 20,000 restricted stock units, vesting in four equal annual installments beginning on November 30, 2016, the first anniversary of the date of the grant. Pursuant to the terms of the Merger Agreement, 100% of the restricted stock units vested at the effective time of the Merger. Each such restricted stock unit that vested at the effective time of the Merger Agreement was disposed of pursuant to the Merger Agreement in exchange for a cash payment of $5.05 per restricted stock unit. |
| /s/ Alan G. Breitman | 08/22/2016 | |
| ** 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 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. | ||
