Risley John Carter Form 4 FIRST MARBLEHEAD / John Carter Risley 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^*

Risley John Carter

(Last) (First) (Middle)

C/O STAN SPAVOLD, CLEARWATER FINE FOODS

INCORPORATED, 757 BEDFORD HIGHWAY

(Street)

BEDFORD A5 B4A 3Z7

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

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2016

4. 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 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, par value $0.01	03/03/2016		S		42,527	D	$3.22(1)	1,768,339	I	See Footnote(2)(3)
Common Stock, par value $0.01	03/04/2016		S		8,122	D	$3.2(4)	1,760,217	I	See Footnote(2)(3)
Common Stock, par value $0.01	03/07/2016		S		20,001	D	$3.15(5)	1,740,216	I	See Footnote(2)(3)

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

1. Name and Address of Reporting Person^*

Risley John Carter

(Last) (First) (Middle)

C/O STAN SPAVOLD, CLEARWATER FINE FOODS

INCORPORATED, 757 BEDFORD HIGHWAY

(Street)

BEDFORD A5 B4A 3Z7

(City) (State) (Zip)

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)

C/O STAN SPAVOLD

757 BEDFORD HIGHWAY

(Street)

BEDFORD A5 B4A 3Z7

(City) (State) (Zip)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.20 to $3.28, inclusive. The reporting person undertakes to provide to The First Marblehead Corporation, any security holder of The First Marblehead Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (1) to this Form 4.

2. This report is filed jointly by John Carter Risley ("Mr. Risley"), FP Resources USA Inc. ("FP Resources") and Lobster Point Properties Limited ("Lobster Point" and collectively with Mr. Risley and FP Resources, the "Reporting Persons"). On December 31, 2015, Mr. Risley transferred the reported securities of the Issuer to FP Resources, which is a wholly owned subsidiary of Lobster Point, which is a wholly owned subsidiary of Mr. Risley, in a transaction exempt pursuant to Section 16a-13.

3. (Continued from Footnote 2) None of the Reporting Persons have acquired any securities of the Issuer since FP Resources becoming the nominee holder of the reported securities. The filing of this report 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 report. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.18 to $3.26, inclusive. The reporting person undertakes to provide to The First Marblehead Corporation, any security holder of The First Marblehead Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (4) to this Form 4.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.15 to $3.20, inclusive. The reporting person undertakes to provide to The First Marblehead Corporation, any security holder of The First Marblehead Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (5) to this Form 4.

Remarks:

	/s/ John Carter Risley	03/07/2016
	/s/ Stan Spavold, Secretary of FP Resources USA Inc.	03/07/2016
	/s/ Stan Spavold, Secretary of Lobster Point Properties Limited	03/07/2016
	** Signature of Reporting Person	Date
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