UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
The First Marblehead Corporation
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
320771207
(CUSIP Number)
July 13, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required in 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).
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 control number.
13G
CUSIP No. 320771207 | Page 2 of 4 |
1. | Names of Reporting Persons.
John Carter Risley | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
3. | SEC Use Only
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4. | Citizenship or Place of Organization
Canada | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power:
625,815 | ||||
6. | Shared Voting Power:
0 | |||||
7. | Sole Dispositive Power:
625,815 | |||||
8. | Shared Dispositive Power:
0 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
625,815 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
11. | Percent of Class Represented by Amount in Row (9)
5.4% (1) | |||||
12. | Type of Reporting Person
IN |
(1) | Based on 11,530,450 shares of common stock of the issuer disclosed by the issuer as outstanding as of May 7, 2015. |
CUSIP No. 320771207
ITEM 1. |
(a) Name of Issuer:
The First Marblehead Corporation
(b) Address of Issuers Principal Executive Offices:
The Prudential Tower
800 Boylston Street, 34th Floor
Boston, Massachusetts 02199-8157
ITEM 2. |
(a) Name of Person Filing:
John Carter Risley
(b) Address of Principal Business Office, or if None, Residence:
757 Bedford Highway
Bedford, Nova Scotia, Canada B4A 3Z7
(c) Citizenship:
Canada
(d) Title of Class of Securities:
Common Stock, $0.01 par value
(e) CUSIP Number:
320771207
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) | ¨ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). | ||
(b) | ¨ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
(c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
(d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
(e) | ¨ | An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E); | ||
(f) | ¨ | An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); | ||
(g) | ¨ | A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G); | ||
(h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
(i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
(j) | ¨ | Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). |
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
625,815
(b) Percent of class:
5.4%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 625,815
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 625,815
(iv) Shared power to dispose or to direct the disposition of: 0
ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
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 ¨.
ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
Not Applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not Applicable.
ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
Not Applicable.
ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. |
Not Applicable.
ITEM 10. | CERTIFICATIONS. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
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.
(Date) July 22, 2015 |
(Signature) /s/ John Carter Risley |
(Name/Title) John Carter Risley |