SEC FORM 3

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^*

Berry Ann

(Last)

(First)

(Middle)

C/O GOLDMAN, SACHS & CO.

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/28/2012

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

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

X	Director	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)

X	Form filed by One Reporting Person
	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	5,390,122	I	See Footnotes⁽¹⁾⁽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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series B Non-Voting Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	⁽³⁾⁽⁴⁾	$15⁽³⁾	I	See footnotes⁽¹⁾⁽⁴⁾

Explanation of Responses:

1. The Reporting Person is a vice president of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of her pecuniary interest therein, if any.

2. Goldman Sachs or another wholly-owned subsidiary of GS Group beneficially owns directly and GS Group may be deemed to beneficially own indirectly 50,838 shares of common stock, par value $0.01 per share (the "Common Stock"), of The First Marblehead Corporation (the "Company"). GS Group may be deemed to beneficially own 19,000 shares of Common Stock. Goldman Sachs and GS Group may each be deemed to beneficially own indirectly, in the aggregate, 5,320,284 shares of Common Stock through certain investment partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member (the "Limited Partnerships"). Goldman Sachs is the investment manager of certain of the Limited Partnerships. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

3. Series B Non-Voting Convertible Preferred Stock (the "Series B Shares") are convertible at any time into a number of shares of Common Stock equal to the aggregate stated value (the stated value is $1,000 per Series B Share) of the number of Series B Shares to be converted divided by the initial conversion price of $15.00, subject to the provisions of the Investment Agreement (the "Investment Agreement"), dated as of December 21, 2007, by and among the Limited Partnerships and the Company. Pursuant to the Investment Agreement, the Limited Partnerships have agreed not to convert and hold the Series B Shares if, after giving effect to any such conversion, the Limited Partnerships and their affiliates would own more than 9.9% of the outstanding shares of Common Stock. This restriction will no longer be in effect at such time as the Company is no longer a savings and loan holding company or a bank holding company.

4. Goldman Sachs and GS Group may be deemed to beneficially own indirectly 132,701 Series B Shares through the Limited Partnerships. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

	/s/ Yvette Kosic, Attorney-in-fact	02/03/2012
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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