[ ]
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Rule 13d-1(b)
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[ ]
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Rule 13d-1(c)
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[X]
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Rule 13d-1(d)
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CUSIP No. 320771108
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13G
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Page 2 of 7 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William R. Berkley
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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5
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SOLE VOTING POWER
3,070,549
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
0
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EACH
REPORTING
PERSON
WITH
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7
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SOLE DISPOSITIVE POWER
3,070,549
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,070,549
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.00%
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12
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TYPE OF REPORTING PERSON*
IN
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Item 1(a)
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Name of Issuer:
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The First Marblehead Corporation (the “Issuer”)
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Item 1(b)
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Address of Issuer's Principal Executive Offices:
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The Prudential Tower
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800 Boylston Street, 34th Floor
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Boston, MA 02199-8157
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Items 2(a) |
Name of Person Filing; Address of Principal Business Office:
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William R. Berkley (“Berkley”)
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Item 2(b) |
Address of Principal Business Office or, if None, Residence
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The address of Berkley is:
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475 Steamboat Road
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Greenwich, CT 06830
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Item 2(c)
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Citizenship:
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For the citizenship of Berkley, see Item 4 of the cover sheet. |
Item 2(d)
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Title of Class of Securities:
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Common Stock, par value $0.01 per share (“Common Stock”)
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Item 2(e)
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CUSIP Number:
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320771108
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Item 3
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person is filing as a:
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Not Applicable
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Item 4.
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Ownership:
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(a) Amount beneficially owned:
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As of December 31, 2012, (i) Berkley owned directly 1,908,525 shares of Common Stock, (ii) Berkley Peninsula LLC owned 375,000 shares of Common Stock, and (iii) The Berkley Family Foundation, Inc. (“The Berkley Foundation”) owned 787,024 shares of Common Stock.
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Berkley is the Managing Director and sole owner of Berkley Peninsula LLC and may be deemed to be the beneficial owner of the shares of Common Stock held by Berkley Peninsula LLC. Berkley is the President of The Berkley Foundation and may be deemed to be the beneficial owner of the shares of Common Stock held by The Berkley Foundation.
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Berkley disclaims beneficial ownership of all shares of Common Stock owned by The Berkley Foundation.
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(b) Percent of class
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Based upon 102,208,734 shares of Common Stock outstanding, as reported in the Issuer’s Form 10-Q filed on November 8, 2012, Berkley is deemed to hold 3.00% of the Issuer’s outstanding Common Stock.
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(c) Number of shares as to which the person has:
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William R. Berkley: 3,070,549 shares with sole power to vote or to direct the vote; 0 shares with shared power to vote or to direct the vote; 3,070,549 shares with sole power to dispose of or to direct the disposition of; 0 shares with shared power to dispose of or to direct the disposition of.
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Item 5
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person:
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N/A |
Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
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N/A
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Item 8
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Identification and Classification of Members of the Group:
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N/A
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Item 9
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Notice of Dissolution of Group:
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N/A
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Item 10
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Certification:
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N/A
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By:
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/s/ William R. Berkley
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WILLIAM R. BERKLEY
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