8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 2, 2013

The First Marblehead Corporation

(Exact name of registrant as specified in charter)

Delaware	001-31825	04-3295311
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

The Prudential Tower 800 Boylston Street, 34th Floor Boston, Massachusetts	02199-8157
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (800) 895-4283

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 2, 2013, The First Marblehead Corporation (the “Corporation”) filed a Certificate of Amendment of the Corporation’s Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Certificate of Amendment”), which effected a reverse stock split of the outstanding common stock, $0.01 par value per share, of the Corporation (the “Common Stock”) at an exchange ratio of 1-for-10 (the “Reverse Stock Split”) and set the total number of authorized shares of all classes of the Corporation’s stock immediately after the Reverse Stock Split at 45,000,000, consisting of 25,000,000 shares of common stock, $0.01 par value per share (the “New Common Stock”), and 20,000,000 shares of preferred stock, $0.01 par value per share.

As previously disclosed in a Current Report on Form 8-K filed on November 13, 2013, at the Corporation’s 2013 Annual Meeting of Stockholders held on November 12, 2013, the stockholders of the Corporation voted to approve the Certificate of Amendment and granted discretionary authority to the Board of Directors of the Corporation to determine, at any time prior to the Corporation’s 2014 Annual Meeting of Stockholders, whether and when to file the Certificate of Amendment. The Board of Directors of the Corporation subsequently approved the filing of the Certificate of Amendment.

As a result of the Reverse Stock Split, every ten shares of Common Stock outstanding or held in the treasury of the Corporation immediately prior to the effectiveness of the Reverse Stock Split were reclassified and combined into one share of New Common Stock without any change in the par value per share. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fraction of one share of New Common Stock as a result of the Reverse Stock Split will instead receive an amount in cash equal to such fraction multiplied by the closing sale price of the New Common Stock on the New York Stock Exchange on December 3, 2013.

This Item 5.03, including the description herein of the Certificate of Amendment, is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is included as Exhibit 3.1 hereto and hereby incorporated herein by reference.

Item 8.01 Other Events.

On December 2, 2013, the Corporation issued the press release included as Exhibit 99.1 hereto to announce the Reverse Stock Split.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
3.1	Certificate of Amendment of Restated Certificate of Incorporation of the Corporation, dated December 2, 2013
99.1	Press release issued by the Corporation on December 2, 2013 entitled, “First Marblehead Announces Reverse Stock Split”

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE FIRST MARBLEHEAD CORPORATION
Date: December 2, 2013	By:	/s/    Kenneth Klipper
		Kenneth Klipper
		Managing Director and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description of Exhibits
3.1	Certificate of Amendment of Restated Certificate of Incorporation of the Corporation, dated December 2, 2013
99.1	Press release issued by the Corporation on December 2, 2013 entitled, “First Marblehead Announces Reverse Stock Split”

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

THE FIRST MARBLEHEAD CORPORATION

The First Marblehead Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST: That the Board of Directors of the Corporation has duly adopted resolutions (i) authorizing and approving amendments to the Restated Certificate of Incorporation of the Corporation to (a) combine each ten (10) shares of the Corporation’s Common Stock, $0.01 par value per share (“Common Stock”), issued and outstanding or held in the treasury of the Corporation into one (1) share of Common Stock (the “Reverse Stock Split”) and (b) decrease the number of authorized shares of Common Stock on a basis proportional to the Reverse Stock Split ratio, and (ii) declaring such amendments to be advisable and recommended for approval and adoption by the stockholders of the Corporation.

SECOND: That the amendments to the Restated Certificate of Incorporation of the Corporation set forth in this Certificate of Amendment were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware by the Board of Directors and stockholders of the Corporation.

THIRD: That upon the effectiveness of this Certificate of Amendment (the “Effective Time”), the first paragraph of Article FOURTH of the Restated Certificate of Incorporation is hereby amended and restated as follows:

“FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 45,000,000 shares, consisting of (i) 25,000,000 shares of Common Stock, $0.01 par value per share (“Common Stock”), and (ii) 20,000,000 shares of Preferred Stock, $0.01 par value per share (“Preferred Stock”).”

FOURTH: That at the Effective Time, Section A “COMMON STOCK” of Article FOURTH of the Restated Certificate of Incorporation is hereby amended by appending the following Section 5, which shall read in its entirety as follows:

“5. Reverse Stock Split. That, effective on the filing of this Certificate of Amendment of Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Effective Time”), each ten (10) shares of Common Stock issued and outstanding or held in the treasury of the Corporation immediately prior to the Effective Time shall be reclassified and combined into one (1) validly issued, fully paid and nonassessable share of Common Stock automatically and without any action by the holder thereof and shall represent one (1) share of Common Stock from and after the Effective Time (the “Reverse Stock Split”). No fractional share shall be issued upon the Reverse Stock Split. All shares of Common Stock (including fractions thereof) issuable upon the Reverse Stock Split to a given holder shall be aggregated for purposes of determining whether the Reverse Stock Split would result in the issuance of any fractional share. If, after the aforementioned aggregation, the Reverse Stock Split would result in the issuance of a fraction of a share of Common Stock, the Corporation shall, in lieu of issuing any such fractional share, pay the holder otherwise entitled to such fraction a sum in cash equal to the fraction multiplied by the closing price per share of the Common Stock on the New York Stock Exchange at the close of business on the date this

Certificate of Amendment of Restated Certificate of Incorporation becomes effective. Each certificate representing shares of Common Stock outstanding immediately prior to the Effective Time shall automatically, and without the necessity of presenting the same for exchange, represent after the Effective Time, only the applicable whole number of shares of Common Stock as provided in the Reverse Stock Split. Upon surrender by a holder of a certificate or certificates for Common Stock, duly endorsed, at the office of the Corporation, the Corporation shall, as soon as practicable thereafter, issue and deliver to such holder, or to the nominee or assignee of such holder, a new certificate or certificates for the number of shares of Common Stock that such holder shall be entitled to following the Reverse Stock Split.”

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2

IN WITNESS WHEREOF, this Certificate of Amendment of Restated Certificate of Incorporation has been executed by a duly authorized officer of the Corporation on this 2^nd day of December, 2013.

THE FIRST MARBLEHEAD CORPORATION
By:	/s/ Kenneth Klipper
Name:	Kenneth Klipper
Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

News for Immediate Release

Contact: Kenneth Klipper

Chief Financial Officer

The First Marblehead Corporation

800 Boylston Street, 34^th FL

Boston, MA 02199

617.638.2065

First Marblehead Announces Reverse Stock Split

BOSTON, MA, December 2, 2013 — The First Marblehead Corporation (NYSE: FMD) today announced that it effected a 1-for-10 reverse stock split of its outstanding common stock, which will be effective for trading purposes as of the commencement of trading on December 3, 2013. As a result of the reverse stock split, every ten shares of the Company’s Common Stock outstanding or held in the treasury of the Company immediately prior to the effectiveness of the reverse stock split were reclassified and combined into one share of the Company’s Common Stock without any change in the par value per share.

Stockholders who hold their shares in brokerage accounts or “street name” will not be required to take any action to effect the exchange of their shares. Holders of share certificates will receive instructions from the Company’s transfer agent regarding the process for exchanging their shares.

About The First Marblehead Corporation First Marblehead helps meet the need for education financing by offering national and regional financial institutions and educational institutions the Monogram^® platform, an integrated suite of design, implementation and credit risk management services for private label, customizable private education loan programs. For more information, please see www.firstmarblehead.com. First Marblehead supports responsible lending and is a strong proponent of the smart borrowing principle, which encourages students to access scholarships, grants and federally-guaranteed loans before considering private education loans; please see www.SmartBorrowing.org. Through its subsidiary, Union Federal Savings Bank, First Marblehead offers private education loans, residential and commercial mortgage loans, and retail savings, money market and time deposit products. For more information, please see www.unionfsb.com. First Marblehead also offers outsourced tuition planning, billing, payment technology services and refund management services through its subsidiary, Tuition Management Systems LLC. For more information, please see www.afford.com. Through its subsidiary, Cology LLC, First Marblehead offers private education loan processing and disbursement services as well as life-of-loan servicing for lenders. For more information, please see www2.cology.com.

© 2013 The First Marblehead Corporation