SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(RULE 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO § 240.13d-1(a) AND AMENDMENTS

THERETO FILED PURSUANT TO § 240.13d-2(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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This Amendment No. 2 supplements and amends certain information in the Statement on Schedule 13D filed on December 31, 2007 (the “Initial Schedule 13D”), the Amendment No. 1 to the Initial Schedule 13D filed on August 20, 2008 (“Amendment No. 1” and, together with this “Amendment No. 2,” this “Schedule 13D”) by The Goldman Sachs Group, Inc. (“GS Group”), Goldman, Sachs & Co. (“Goldman Sachs”), GSCP VI Advisors, L.L.C. (“GSCP Advisors”), GSCP VI Offshore Advisors, L.L.C. (“GSCP Offshore Advisors”), GS Advisors VI, L.L.C. (“GS Advisors”), Goldman, Sachs Management GP GmbH (“GS GmbH”), GS Capital Partners VI Fund, L.P. (“GS Capital”), GS Capital Partners VI Offshore Fund, L.P. (“GS Offshore”), GS Capital Partners VI GmbH & Co. KG (“GS Germany”), GS Capital Partners VI Parallel, L.P. (“GS Parallel”), GS Parthenon A, L.P. (“GS Parthenon A”) and GS Parthenon B, L.P. (“GS Parthenon B” and, together with GS Parthenon A, the “Purchasers”) relating to shares of Common Stock, par value $.01 per share, of The First Marblehead Corporation. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the same meaning ascribed to them in the Initial Schedule 13D.

Neither the present filing nor anything contained herein shall be construed as an admission that any Reporting Person constitutes a “person” for any purpose other than for compliance with Section 13(d) of the Securities Exchange Act of 1934, as amended.

Item 2 of the Initial Schedule 13D, as amended by Amendment No, 1, is hereby amended by replacing in its entirety Schedules I, II-A, II-B, II-C, II-D, II-E and III incorporated therein by reference with Schedules I, II-A, II-B, II-C, II-D, II-E and III hereto, respectively, which Schedules I, II-A, II-B, II-C, II-D, II-E and III are incorporated herein by reference.

Item 4 of the Initial Schedule 13D, as amended by Amendment No. 1, is hereby amended by adding the following to the beginning of the third paragraph:

“The Reporting Persons have determined to sell all Series B Preferred Stock beneficially owned as well as Common Stock that, together, constitute 9.9% of the Issuer’s outstanding Common Stock on an as-converted basis, in a private transaction.”

Item 5 of the Initial Schedule 13D is hereby amended by deleting it in its entirety and replacing it with the following:

“(a) The following is based upon 111,055,467 shares of Common Stock outstanding, which includes 102,208,734 shares outstanding as of November 5, 2012, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, plus 8,846,733 shares of Common Stock issued upon conversion of the Series B Preferred Stock in connection with the transfer described in Item 5(c).

As of November 30, 2012, each of GS Group and Goldman Sachs may be deemed to beneficially own 2.9% of the outstanding Common Stock, consisting of (i) 71,658 shares of Common Stock acquired by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities, and (ii) 3,172,526 shares of Common Stock acquired by the Purchasers in the Series A Conversion. In addition, GS Group may be deemed to beneficially own 19,000 shares of Common Stock that it holds directly.

As of November 30, 2012, GSCP Advisors may be deemed to beneficially own 3,172,526 shares of Common Stock acquired by the Purchasers in the Series A Conversion.

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As of November 30, 2012, GS Parthenon A directly holds, and may be deemed to beneficially own, 407,229 shares of Common Stock acquired by it in the Series A Conversion.

As of November 30, 2012, GS Parthenon B directly holds, and may be deemed to beneficially own, 2,765,297 shares of Common Stock acquired by it in the Series A Conversion.

In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the “Release”), this Schedule 13D reflects the securities beneficially owned by certain operating units (collectively, the “Goldman Sachs Reporting Units”) of GS Group and its subsidiaries and affiliates (collectively, “GSG”). This Schedule 13D does not reflect securities, if any, beneficially owned by any operating units of GSG whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release. The Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned, if any, by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion, or both, and (ii) certain investment entities of which the Goldman Sachs Reporting Units acts as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units.

None of the Reporting Persons or, to the knowledge of any of the Reporting Persons, any of the persons listed on Schedules I, II-A, II-B, II-C, II-D and II-E to this Schedule 13D may be deemed to beneficially own any shares of Common Stock other than as set forth herein.

(b) Each Reporting Person shares the power to vote or direct the vote and to dispose or direct the disposition of shares of Common Stock beneficially owned by such Reporting Person as indicated herein.

(c) On November 30, 2012, the Purchasers entered into a Purchase Agreement with The Mangrove Partners Fund, L.P., whereby the Purchasers entered into a binding contract to sell, in a private transaction, with settlement to occur as soon as reasonably practicable, 132,701 shares of Series B Preferred Stock, convertible upon transfer into 8,846,733 shares of Common Stock, and 2,147,758 shares of Common Stock, which together equal, on an as-converted basis, 9.9% of the outstanding shares of Common Stock of the Issuer, at a price per share of $0.35 on an as-converted basis.

Schedule IV sets forth additional transactions in the Common Stock which were effected during the sixty day period from October 1, 2012 through November 30, 2012, all of which were effected in the ordinary course of business of Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group. The transactions in the Common Stock described in Schedule IV were effected in open market transactions on the New York Stock Exchange, the over-the-counter market and various other trading markets. Except as set forth in this Item 5(c) and Schedule IV, no transactions in the Common Stock were otherwise effected by the Reporting Persons or, to the knowledge of any of the Reporting Persons, any of the persons listed on Schedules I, II-A, II-B, II-C, II-D and II-E hereto, during the sixty day period from October 1, 2012 through November 30, 2012.

(d) No person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by the Reporting Persons.

(e) On November 30, 2012, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Common Stock of the Issuer, and therefore this Amendment No. 2 is an exit filing with respect to the Schedule 13D by all Reporting Persons.”

Item 6 of the Initial Schedule 13D, as amended by Amendment No. 1, is hereby amended by adding the following to the end of such Item:

“On November 30, 2012, the Purchasers entered into a Purchase Agreement with The Mangrove Partners Fund, L.P., whereby the Purchasers agreed to sell, in a private transaction, with settlement to occur as soon as reasonably practicable, 132,701 shares of Series B Preferred Stock, convertible upon transfer into 8,846,733 shares of Common Stock, and 2,147,758 shares of Common Stock, which together equal, on an as-converted basis, 9.9% of the outstanding shares of Common Stock of the Issuer, at a price per share of $0.35 on an as-converted basis.”

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Item 7 of the Initial Schedule 13D, as amended by Amendment No, 1, is hereby amended by adding the following exhibit:

“Exhibit 20: Purchase Agreement, dated as of November 30, 2012, among The Mangrove Partners Fund, L.P., as Purchasers, and GS Parthenon A, L.P. and GS Parthenon B, L.P., as Sellers.”

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 4, 2012

SCHEDULE I

The name of each director of The Goldman Sachs Group, Inc. is set forth below.

The business address of each person listed below is c/o Goldman, Sachs & Co., 200 West Street, New York, NY 10282.

Each person is a citizen of the United States of America except for Claes Dahlback, who is a citizen of Sweden, and Lakshmi N. Mittal, who is a citizen of India. Adebayo O. Ogunlesi is also a citizen of Nigeria. The present principal occupation or employment of each of the listed persons is set forth below.

SCHEDULE II-A

The name, position and present principal occupation of each executive officer of GSCP VI Advisors, L.L.C., the sole general partner of GS Capital Partners VI Fund, L.P., are set forth below.

The business address for all the executive officers listed below is c/o Goldman, Sachs & Co., 200 West Street, New York, New York 10282, except as follows: The business address of each of Michael M. Furth, Martin A. Hintze, Philippe Camu, James H. Reynolds, Emmanuel Bresson, Richard J. Butland, Jean-Christophe Germani, Matthias Hieber, Till C. Hufnagel, Steffen Kastner, Philippe H. Lenoble, Peter R. Lyneham, Jan Petzel and Penny McSpadden is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England. The business address of each of Sanggyun Ahn, Stephanie Hui, Andrew Wolff, Sean Fan and Richard Zhu is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong. The business address of each of Joseph P. DiSabato, Peter J. Perrone and Raheel Zia is 555 California Street, San Francisco, CA 94104. The business address of Ankur Sahu and Vishal Bakshi is Rational House, 951-A, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025, India. The business address of Kota Igarashi is Roppongi Hills Mori Tower, 10-1, Roppongi 6-chome, Minato-ku, Tokyo 106-6147, Japan. The business address of Steven R. Sher is Level 42, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000, Australia. The business address of Pei Pei P. Yu is Winland International Center, 7 Finance Street, Xicheng District, Beijing 100033, People’s Republic of China.

All executive officers listed below are United States citizens, except as follows: James H. Reynolds, Emmanuel Bresson and Jean-Christophe Germani are citizens of France; Adrian M. Jones and Michael M. Furth are citizens of Ireland; Martin Hintze, Till Hufnagel, Steffen Kastner and Oliver Thym are citizens of Germany; Julian C. Allen, Richard J. Butland, Stephanie Hui, Steven R. Sher and Raheel Zia are citizens of the United Kingdom, Philippe Camu and Philippe H. Lenoble are citizens of Belgium, Ankur Sahu, Sumit Rajpal and Vishal Bakshi are citizens of India, Peter Lyneham is a citizen of Australia, Nicole Agnew is a citizen of Canada, Mick J. Beekhuizen is a citizen of The Netherlands, Matthias Hieber is a citizen of Austria, Pei Pei P. Yu.is a citizen of Taiwan, Sean Fan is a citizen of the People’s Republic of China and Richard Zhu is a citizen of the People’s Republic of China (Hong Kong permanent resident).

SCHEDULE II-B

The name, position and present principal occupation of each executive officer of GSCP VI Offshore Advisors, L.L.C., the sole general partner of GS Capital Partners VI Offshore Fund, L.P., are set forth below.

The business address for all the executive officers listed below is c/o Goldman, Sachs & Co., 200 West Street, New York, New York 10282, except as follows: The business address of each of Michael M. Furth, Martin A. Hintze, Philippe Camu, James H. Reynolds, Emmanuel Bresson, Richard J. Butland, Jean-Christophe Germani, Matthias Hieber, Till C. Hufnagel, Steffen Kastner, Philippe H. Lenoble, Peter R. Lyneham, Jan Petzel and Penny McSpadden is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England. The business address of each of Sanggyun Ahn, Stephanie Hui, Andrew Wolff, Sean Fan and Richard Zhu is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong. The business address of each of Joseph P. DiSabato, Peter J. Perrone and Raheel Zia is 555 California Street, San Francisco, CA 94104. The business address of Ankur Sahu and Vishal Bakshi is Rational House, 951-A, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025, India. The business address of Kota Igarashi is Roppongi Hills Mori Tower, 10-1, Roppongi 6-chome, Minato-ku, Tokyo 106-6147, Japan. The business address of Steven R. Sher is Level 42, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000, Australia. The business address of Pei Pei P. Yu is Winland International Center, 7 Finance Street, Xicheng District, Beijing 100033, People’s Republic of China.

All executive officers listed below are United States citizens, except as follows: James H. Reynolds, Emmanuel Bresson and Jean-Christophe Germani are citizens of France; Adrian M. Jones and Michael M. Furth are citizens of Ireland; Martin Hintze, Till Hufnagel, Steffen Kastner and Oliver Thym are citizens of Germany; Julian C. Allen, Richard J. Butland, Stephanie Hui, Steven R. Sher and Raheel Zia are citizens of the United Kingdom, Philippe Camu and Philippe H. Lenoble are citizens of Belgium, Ankur Sahu, Sumit Rajpal and Vishal Bakshi are citizens of India, Peter Lyneham is a citizen of Australia, Nicole Agnew is a citizen of Canada, Mick J. Beekhuizen is a citizen of The Netherlands, Matthias Hieber is a citizen of Austria, Pei Pei P. Yu.is a citizen of Taiwan, Sean Fan is a citizen of the People’s Republic of China and Richard Zhu is a citizen of the People’s Republic of China (Hong Kong permanent resident).

SCHEDULE II-C

The name, position and present principal occupation of each executive officer of GSCP Advisors VI, L.L.C., the sole general partner of GS Capital Partners VI Parallel, L.P., are set forth below.

The business address for all the executive officers listed below is c/o Goldman, Sachs & Co., 200 West Street, New York, New York 10282, except as follows: The business address of each of Michael M. Furth, Martin A. Hintze, Philippe Camu, James H. Reynolds, Emmanuel Bresson, Richard J. Butland, Jean-Christophe Germani, Matthias Hieber, Till C. Hufnagel, Steffen Kastner, Philippe H. Lenoble, Peter R. Lyneham, Jan Petzel and Penny McSpadden is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England. The business address of each of Sanggyun Ahn, Stephanie Hui, Andrew Wolff, Sean Fan and Richard Zhu is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong. The business address of each of Joseph P. DiSabato, Peter J. Perrone and Raheel Zia is 555 California Street, San Francisco, CA 94104. The business address of Ankur Sahu and Vishal Bakshi is Rational House, 951-A, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025, India. The business address of Kota Igarashi is Roppongi Hills Mori Tower, 10-1, Roppongi 6-chome, Minato-ku, Tokyo 106-6147, Japan. The business address of Steven R. Sher is Level 42, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000, Australia. The business address of Pei Pei P. Yu is Winland International Center, 7 Finance Street, Xicheng District, Beijing 100033, People’s Republic of China.

All executive officers listed below are United States citizens, except as follows: James H. Reynolds, Emmanuel Bresson and Jean-Christophe Germani are citizens of France; Adrian M. Jones and Michael M. Furth are citizens of Ireland; Martin Hintze, Till Hufnagel, Steffen Kastner and Oliver Thym are citizens of Germany; Julian C. Allen, Richard J. Butland, Stephanie Hui, Steven R. Sher and Raheel Zia are citizens of the United Kingdom, Philippe Camu and Philippe H. Lenoble are citizens of Belgium, Ankur Sahu, Sumit Rajpal and Vishal Bakshi are citizens of India, Peter Lyneham is a citizen of Australia, Nicole Agnew is a citizen of Canada, Mick J. Beekhuizen is a citizen of The Netherlands, Matthias Hieber is a citizen of Austria, Pei Pei P. Yu.is a citizen of Taiwan, Sean Fan is a citizen of the People’s Republic of China and Richard Zhu is a citizen of the People’s Republic of China (Hong Kong permanent resident).

SCHEDULE II-D

The name, position and present principal occupation of each executive officer of Goldman Sachs Management GP GmbH, the sole managing partner of GS Capital Partners VI GmbH & Co. KG, are set forth below.

The business address for each of Laurie E. Schmidt is c/o Goldman, Sachs & Co., 200 West Street, New York, New York 10282. The business address of Michael Schramm is c/o Goldman Sachs AG, Messeturm, Friedrich-Ebert-Anlage 49, 60308 Frankfurt am Main, Germany.

Laurie E. Schmidt is a United States citizen and Michael Schramm is a citizen of Germany.

SCHEDULE II-E

The name and principal occupation of each member of the Corporate Investment Committee of the Merchant Banking Division of Goldman, Sachs & Co., which exercises the authority of Goldman, Sachs & Co. in managing GSCP VI Advisors, L.L.C., GS Capital Partners VI Fund, L.P., GSCP VI Offshore Advisors, L.L.C., GS Capital Partners VI Offshore Fund, L.P., GS Advisors VI, L.L.C., GS Capital Partners VI Parallel, L.P. and GS Capital Partners VI GmbH & Co. KG are set forth below.

The business address for each member listed below is c/o Goldman, Sachs & Co., 200 West Street, New York, New York 10282, except as follows: The business address of each of Martin A. Hintze and James Reynolds is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England. The business address of each of Stephanie Hui and Andrew E. Wolff is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong. The business address of Ankur A. Sahu is Roppongi Hills, Mori Tower, Level 43-48, 10-1, Roppongi 6-chome, Minato-ku, Tokyo, 106-6147, Japan.

All members listed below are United States citizens, except as follows: Stephanie Hui is a citizen of the United Kingdom; James Reynolds is a citizen of France; Adrian M. Jones is a citizen of Ireland; Martin A. Hintze is a citizen of Germany; and Ankur A. Sahu and Sumit Rajpal are citizens of India.

SCHEDULE III

On July 15, 2010, Goldman, Sachs & Co. (“Goldman Sachs”) agreed with the Securities and Exchange Commission (the “SEC”) to settle the SEC’s pending case against Goldman Sachs relating to disclosures in the ABACUS 2007-AC1 CDO offering. Goldman Sachs consented to the entry of a final judgment by the court, which approved the settlement, providing for the payment of penalties and disgorgement totaling $550 million, Goldman Sachs’s implementation of certain remedial measures focused on offerings of mortgage-related securities and an injunction against violating Section 17(a) of the Securities Act of 1933, as amended (the “Securities Act”) in the offer or sale of any security. The conduct of Goldman Sachs alleged in the SEC’s complaint involved an offering of a synthetic collateralized debt obligation, which referenced a portfolio of synthetic residential mortgage-backed securities, by Goldman Sachs or its affiliates to qualified institutional buyers in reliance on the exemption from registration under the Securities Act provided by Rule 144A and to non-U.S. persons in reliance on the safe harbor from registration provided by Regulation S. Specifically, the complaint alleged that the offering materials, in describing the Portfolio Selection Agent for the portfolio of synthetic residential mortgage-backed securities, should have disclosed that the hedge fund assuming the short side of the transaction had played a role in the selection process. In its consent to the judgment, Goldman Sachs acknowledged that it was a mistake not to disclose the role of the hedge fund.

The SEC has alleged that the huddles program of Goldman Sachs – a practice where Goldman Sachs equity research analysts allegedly provided their best trading ideas to Goldman Sachs traders and a select group of Goldman Sachs top clients – created a serious and substantial risk that analysts would share material nonpublic information concerning their published research with Asymmetric Service Initiative (“ASI”) clients and firm traders. The SEC alleged that Goldman Sachs willfully violated Section 15(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by failing to establish, maintain, and enforce adequate policies and procedures to prevent such misuse in light of the risks arising from the huddles and ASI. Without admitting or denying such violations, Goldman Sachs consented to the entry of an Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order on April 12, 2012 (the “ASI Order”) by the SEC pursuant to which Goldman Sachs (i) shall cease and desist from committing or causing any violations and any future violations of Section 15(g) of the Exchange Act; (ii) is censured; (iii) paid a total civil money penalty of $22 million on April 19, 2012, $11 million of which was paid to the Financial Industry Regulatory Authority in a related proceeding, and $11 million of which was paid to the SEC, and (iv) shall comply with certain other undertakings, including a comprehensive review, including recommendations, of the policies, procedures and practices maintained and implemented by Goldman Sachs pursuant to Section 15(g) of the Exchange Act that relate to the findings of the ASI Order.

Starting in July 2008, Neil M.M. Morrison (“Morrison”) was employed by Goldman Sachs to solicit municipal underwriting business from, among others, the Commonwealth of Massachusetts Treasurer’s Office. From November 2008 to October 2010, Morrison was also substantially engaged in the political campaigns, including the November 2010 Massachusetts gubernatorial campaign, for Timothy P. Cahill (“Cahill”), the then-Treasurer of Massachusetts. Morrison worked on Cahill’s campaign during work hours using firm resources. Morrison also made a secret, undisclosed cash campaign contribution to Cahill. Within two years of Morrison’s contribution, Goldman Sachs engaged in municipal securities business with issuers associated with Cahill as Treasurer and as a candidate for Governor. The SEC alleged that Goldman Sachs’s engagement in municipal securities business with these issuers violated Section 15B(c)(1) of the Exchange Act and MSRB Rule G-37(b), and that Goldman Sachs’s failure to maintain records of and to report in regulatory filings the contributions and campaign work, and to take steps to ensure that the attributed contributions, or campaign work or the conflicts of interest raised by them were disclosed in bond offering documents, violated MSRB Rules G-8, G-9, G-17, G-27 and G-37. Without admitting or denying such violations (except as to the SEC’s jurisdiction over it and the subject matter of the proceedings), Goldman Sachs consented to the entry of an Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Sections 15(b), 15B(c)(2) and 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order on September 27, 2012

(the “Morrison Order”). Goldman Sachs agreed to cease and desist from committing or causing any violations and any future violations of Section 15B(c)(1) of the Exchange Act, MSRB Rule G-37(b), MSRB Rule G-17, MSRB Rule G-27, MSRB Rule G-37(e), MSRB Rule G-8 and MSRB Rule G-9. Goldman Sachs is censured and was required to pay disgorgement of $7,558,942 and prejudgment interest of $670,033. Of the $7,558,942 in disgorgement, $2,120,547 will be deemed satisfied by Goldman Sachs’s payment of $1,512,902 to the Commonwealth of Massachusetts and $607,645 to the Massachusetts Water Pollution Abatement Trust in a related action by the Commonwealth of Massachusetts. The remaining $5,438,395 and prejudgment interest of $670,033 was required to be paid to the SEC for remittance to the United States Treasury. Finally, the Morrison Order required Goldman Sachs to pay a civil money penalty in the amount of $3,750,000 to the SEC, of which $1,875,000 will be transferred to the MSRB in accordance with Section 15B(c)(9)(A) of the Exchange Act, and of which the remaining $1,875,000 will be transferred to the United States Treasury. The disgorgement, prejudgment interest and civil money penalty were all paid in full by submission of a wire to the SEC on October 3, 2012, and by submission of checks to the Commonwealth of Massachusetts and the Massac husetts Water Pollution Abatement Trust on October 4, 2012.

SCHEDULE IV

EXHIBIT 20

PURCHASE AGREEMENT

PURCHASE AGREEMENT, dated as of November 30, 2012 (this “Agreement”), among The Mangrove Partners Fund, L.P., as purchaser (“Purchaser”), and GS Parthenon A, L.P. and GS Parthenon B, L.P., as sellers (“Sellers”).

RECITALS:

WHEREAS, each Seller is the sole owner and holder of the number of shares of Common Stock, par value $0.01 per share (“Common Stock”) and the number of shares of Series B Non-Voting Convertible Preferred Stock, par value $0.01 per share (“Preferred Stock”) of The First Marblehead Corporation (the “Company”) set forth opposite such Seller’s name in Schedule A hereto (the “Securities”); and

WHEREAS, Sellers desires to sell, and Purchaser desires to purchase, the Securities, in each case upon the terms and conditions of this Agreement;

NOW THEREFORE, the parties hereby agree as follows:

AGREEMENT:

Section 1. Purchase and Sale of Securities. (a) Upon the execution and delivery of this Agreement:

(i) Each Seller hereby agrees to sell, convey, transfer and deliver to Purchaser the type and amount of Securities set forth opposite such Seller’s name in Schedule A hereto; and

(ii) Purchaser hereby agrees to purchase from Sellers all such Securities, including all rights to dividends and distributions, if any. Purchaser shall pay a purchase price in respect of such Securities in cash as set forth opposite Seller’s name in Schedule A hereto.

(b) The closing of the transactions in Section 1(a) with respect to the Common Stock shall be completed as follows:

(i) As soon as reasonably practicable after the date hereof, and upon not less than one business day’s notice to Purchaser, Sellers shall deliver to Purchaser the certificates (if any) evidencing the Common Stock, duly endorsed for transfer to Purchaser’s order or accompanied by stock powers or other appropriate instruments of transfer duly executed to Purchaser’s order; and

(ii) Simultaneously with the delivery by the Sellers of the certificates or other instruments representing the Common Stock, Purchaser shall deliver to Sellers the purchase price for the Common Stock by wire transfer of immediately available funds to the accounts designated on Schedule A.

(c) The closing of the transactions in Section 1(a) with respect to the Preferred Stock shall be completed as follows:

(i) As soon as reasonably practicable after the date hereof, and upon not less than one business day’s notice to Purchaser, Sellers shall deliver to Purchaser the certificates (if any) evidencing the Preferred Stock, duly endorsed for transfer to Purchaser’s order or accompanied by stock powers or other appropriate instruments of transfer duly executed to Purchaser’s order; and

(ii) Simultaneously with the delivery by the Sellers of the certificates or other instruments representing the Preferred Stock, Purchaser shall deliver to Sellers the purchase price for the Preferred Stock by wire transfer of immediately available funds to the accounts designated on Schedule A.

Section 2. Representations and Warranties of Sellers. Sellers, jointly and severally, hereby represents and warrants to Purchaser as follows:

(a) Title to Securities. Each Seller is the sole legal, beneficial and record owner of the Securities being sole by it hereunder, and has good title thereto, free and clear of any claim, lien, pledge, option, charge, security interest or encumbrance of any nature whatsoever, including without limitation any agreements restricting the transferability of the Securities (collectively, “Encumbrances”), and will transfer such good title to Purchaser, free and clear of any Encumbrance.

(b) Capacity; Execution and Delivery, Etc. Sellers, having full legal capacity to do so, have duly executed and delivered this Agreement and this Agreement constitutes the legal, valid and binding obligation of Sellers, enforceable against them in accordance with its terms. Neither the execution or delivery of this Agreement, nor the fulfillment of or compliance with the terms and provisions of this Agreement, will violate the terms of any other agreement, instrument, judgment, decree, statute or regulation to which any Seller is subject. No consent, approval, permission or other authorization of or by, or designation, declaration, filing, registration or qualification with, any Federal or state court, administrative agency, other governmental authority or any other person or entity is required by any Seller in connection with the execution, delivery or performance of this Agreement or such authorization by such person or entity.

(c) Sellers Sophistication. Each of the Sellers has conducted its own investigation with respect to the sale of the Securities and the Company. Each of the Sellers acknowledges that Purchaser has not provided any information with respect to the Securities or the Company except as expressly stated herein. Each of the Sellers, by reason of its knowledge and experience in financial and business matters in general and investments in particular, is capable of evaluating the risks and merits of selling the Securities. In making its decision to sell its Securities, each Seller has relied solely on its own advisors, and not on the advice of Purchaser or Purchaser’s advisors or legal counsel.

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Section 3. Representations of Purchaser. Purchaser hereby represents and warrants to Sellers as follows:

(a) Capacity; Execution and Delivery, Etc. Purchaser, having full legal capacity to do so, has duly executed and delivered this Agreement and this Agreement constitutes the legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms. Neither the execution or delivery of this Agreement, nor the fulfillment of or compliance with the terms and provisions of this Agreement, will violate the terms of any agreement, instrument, judgment, decree or statute to which Purchaser is subject. No consent, approval, permission or other authorization of or by, or designation, declaration, filing, registration or qualification with, any Federal or state court, administrative agency, other governmental authority or any other person or entity is required by Purchaser in connection with the execution, delivery or performance of this Agreement or such authorization by such person or entity.

(b) No Registration; Investment Intention. Purchaser acknowledges that the Securities have not been registered under the Securities Act of 1933 or registered or qualified under the securities laws of any state or other jurisdiction. Purchaser represents that it is acquiring the Securities for its own account and not with a view to the distribution thereof in violation of applicable federal securities laws. Purchaser has not entered into, and has no plans to enter into, any contract, undertaking, agreement or arrangement for the resale or distribution of the Securities. Purchaser has not entered into, and does not have plans to enter into, any agreement to compel disposition of the Securities. Purchaser will not offer, sell, pledge or otherwise dispose of all or any portion of the Securities unless such Securities are registered under the Securities Act of 1933 and registered or qualified under any applicable securities laws of any state or other jurisdiction, or such registration and qualification is not required. Purchaser acknowledges that the Securities will be “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933.

(c) Purchaser Sophistication. Purchaser has conducted its own investigation with respect to the Securities and the Company. Purchaser acknowledges that Sellers have not provided any information with respect to the Securities or the Company except as expressly stated herein. Purchaser, by reason of its knowledge and experience in financial and business matters in general and investments in particular, is capable of evaluating the risks and merits of acquiring the Securities. Purchaser is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933 and an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act of 1933.

(d) Limitation on Ownership. Purchaser represents that, upon the purchase of the Securities from Sellers and the conversion of the Preferred Stock into Common Stock, Purchaser and its affiliates will not beneficially own more than 9.9% of the outstanding Common Stock of the Company. For purposes of this Section 3(d), “affiliate” means, with respect to any Person, any other Person who is an “affiliate” of that first Person within the meaning of (i) Rule 405 promulgated under the Securities Act of 1933, (ii) Section 10 of the Home Owners’ Loan Act (12 U.S.C. § 1467a) or (iii) Section 3 of the Federal Deposit Insurance Act (12 U.S.C. § 1813).

(e) Conversion of Preferred Stock. Purchaser acknowledges that upon the sale and transfer of the Preferred Stock by Sellers to Purchaser pursuant to this Agreement, each share of Preferred Stock shall be automatically converted into that number of shares of Common Stock into which such share of Preferred Stock was convertible immediately prior to such sale or transfer, whether or not the certificate representing such share of Preferred Stock has been surrendered for conversion to the Company.

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Section 4. Miscellaneous.

(a) Expenses. Each party will be liable for its own costs and expenses incurred in connection with the negotiation, preparation, execution or performance of this Agreement.

(b) Governing Law. This Agreement and all matters arising in connection with this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without reference to its choice of law provisions.

(c) Amendments. This Agreement may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement is sought.

(d) Headings. The descriptive headings of the several paragraphs of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

(e) Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

(f) Further Assurances. Each of the parties hereto agrees, at its own cost and expense, to execute and deliver, or to cause to be executed and delivered, all such instruments (including all necessary endorsements) and to take all such action as the other party may reasonably request in order to (i) effectuate the intent and purposes of, and to carry out the terms of this Agreement, and (ii) further effect the transfer of legal, beneficial and record ownership of the Securities to Purchaser.

(g) No Other Representations. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 2 OR 3 OF THIS AGREEMENT, NO PARTY IS MAKING ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO ANY OTHER PARTY WITH RESPECT TO THE SECURITIES OR THE COMPANY.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

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