0000899140-13-000184.txt : 20130214 0000899140-13-000184.hdr.sgml : 20130214 20130214161335 ACCESSION NUMBER: 0000899140-13-000184 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERKLEY WILLIAM R CENTRAL INDEX KEY: 0000918186 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 165 MASON STREET CITY: GREENWICH STATE: CT ZIP: 06830 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79549 FILM NUMBER: 13613948 BUSINESS ADDRESS: STREET 1: 800 BOYLSTON ST. STREET 2: 34TH FLOOR CITY: BOSTON STATE: MA ZIP: 02199-8157 BUSINESS PHONE: 617 638-2000 MAIL ADDRESS: STREET 1: 800 BOYLSTON ST. STREET 2: 34TH FLOOR CITY: BOSTON STATE: MA ZIP: 02199-8157 SC 13G/A 1 b9081108.htm AMENDMENT #13 b9081108.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G

Under the Securities Exchange Act of 1934
(AMENDMENT NO. 13)*

FIRST MARBLEHEAD CORPORATION 
(Name of Issuer)

Common Stock 
(Title of Class of Securities)

320771108 
(CUSIP Number)

December 31, 2012 
(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)
 
[   ]
Rule 13d-1(c)
 
[X]
Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

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).
 

 
 
 
 


CUSIP No. 320771108                                                 
13G
Page 2   of   7  Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William R. Berkley
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)   o
(b)   x
 
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
U.S.
 
5
SOLE VOTING POWER
 
3,070,549
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
0
EACH
REPORTING
PERSON
WITH
7
SOLE DISPOSITIVE POWER
 
3,070,549
 
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,070,549
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
3.00%
12
TYPE OF REPORTING PERSON*
 
IN
*SEE INSTRUCTION BEFORE FILLING OUT
 
 
 
 
Page 2 of 6 Pages
 
 
Item 1(a)
Name of Issuer:
   
 
The First Marblehead Corporation (the “Issuer”)
   
Item 1(b)
Address of Issuer's Principal Executive Offices:
   
 
The Prudential Tower
 
800 Boylston Street, 34th Floor
 
Boston, MA 02199-8157
 
  
  Items 2(a)
Name of Person Filing; Address of Principal Business Office:
   
 
William R. Berkley (“Berkley”)
 
  
 Item 2(b)
Address of Principal Business Office or, if None, Residence
   
 
The address of Berkley is:
   
 
475 Steamboat Road
 
Greenwich, CT 06830
   
Item 2(c)
Citizenship:
   
 
 For the citizenship of Berkley, see Item 4 of the cover sheet.
   
Item 2(d)
Title of Class of Securities:
   
 
Common Stock, par value $0.01 per share (“Common Stock”)
   
Item 2(e)
CUSIP Number:
   
 
320771108
 
 
 
 
Page 3 of 6 Pages
 
 
 
Item 3
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:
   
 
Not Applicable
   
Item 4.
Ownership:
   
 
(a) Amount beneficially owned:
   
 
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.
  
     
 
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.
  
     
 
Berkley disclaims beneficial ownership of all shares of Common Stock owned by The Berkley Foundation.
  
     
 
(b) Percent of class
  
     
 
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.
  
     
 
(c) Number of shares as to which the person has:
  
     
 
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.
  
 
 
 
 
Page 4 of 6 Pages
 
 
 
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 x.
   
Item 6
Ownership of More than Five Percent on Behalf of Another Person:
   
 
 N/A
   
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
 
 
 
N/A
   
Item 8
Identification and Classification of Members of the Group:
   
 
N/A
   
Item 9
Notice of Dissolution of Group:
   
 
N/A
   
Item 10
Certification:
   
 
N/A
 
 
 
 
Page 5 of 6 Pages
 
 
 
SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  February 14, 2013

 
By:
/s/ William R. Berkley                             
 
   
WILLIAM R. BERKLEY
  

 
 

 
 
Page 6 of 6 Pages