0001140361-16-077431.txt : 20160822 0001140361-16-077431.hdr.sgml : 20160822 20160822163015 ACCESSION NUMBER: 0001140361-16-077431 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160822 FILED AS OF DATE: 20160822 DATE AS OF CHANGE: 20160822 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST MARBLEHEAD CORP CENTRAL INDEX KEY: 0001262279 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 043295311 FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: ONE CABOT ROAD STREET 2: SUITE 200 CITY: MEDFORD STATE: MA ZIP: 02155 BUSINESS PHONE: 617 638-2000 MAIL ADDRESS: STREET 1: ONE CABOT ROAD STREET 2: SUITE 200 CITY: MEDFORD STATE: MA ZIP: 02155 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DROTCH PETER S CENTRAL INDEX KEY: 0001267912 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31825 FILM NUMBER: 161845533 4 1 doc1.xml FORM 4 X0306 4 2016-08-22 1 0001262279 FIRST MARBLEHEAD CORP FMD 0001267912 DROTCH PETER S C/O THE FIRST MARBLEHEAD CORPORATION ONE CABOT ROAD, SUITE 200 MEDFORD MA 02155 1 0 0 0 Common Stock 2016-08-22 4 D 0 12000 5.05 D 0 D Stock Units 2016-08-22 4 D 0 300 D Common Stock 300 0 D Stock Units 2016-08-22 4 D 0 300 D Common Stock 300 0 D On August 22, 2016, pursuant to the Agreement and Plan of Merger among the issuer, FP Resources USA Inc. (the "Parent") and FP Resources Acquisition Corp. (the "Transitory Subsidiary"), dated June 2, 2016 (the "Merger Agreement"), the Transitory Subsidiary merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of the Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, the shares automatically converted into a right to receive $5.05 per share in cash. Each stock unit represents a fully vested right to receive one share of common stock. On September 20, 2006, the reporting person was granted 300 stock units and elected to defer delivery of the underlying shares until 30 days following cessation of his service as a director. Pursuant to the terms of the Merger Agreement, each stock unit was disposed of in exchange for a cash payment of $5.05 per stock unit. On September 20, 2007, the reporting person was granted 300 stock units and elected to defer delivery of the underlying shares until 30 days following cessation of his service as a director. Pursuant to the terms of the Merger Agreement, each stock unit was disposed of in exchange for a cash payment of $5.05 per stock unit. /s/ Peter S. Drotch 2016-08-22