-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N2j32oqx3svWBrhkCe7YynLcIozeEH09sFc+1Nn/FJwRcqRCC4TPkxQOMNPXwqRH B4yJY9ailR9fDP1iRFdQqQ== 0001104659-05-006318.txt : 20050214 0001104659-05-006318.hdr.sgml : 20050214 20050214150700 ACCESSION NUMBER: 0001104659-05-006318 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST MARBLEHEAD CORP CENTRAL INDEX KEY: 0001262279 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 043295311 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79549 FILM NUMBER: 05608676 BUSINESS ADDRESS: STREET 1: 30 LITTLE HARBOR CITY: MARBLEHEAD STATE: MA ZIP: 01945 BUSINESS PHONE: 7816392000 MAIL ADDRESS: STREET 1: 0 LITTLE HARBOR CITY: MARBLEHEAD STATE: MA ZIP: 01945 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MEYERS DANIEL MAXWELL CENTRAL INDEX KEY: 0001265653 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 30 LITTLE HARBOR CITY: MARBLEHEAD STATE: MA ZIP: 01945 BUSINESS PHONE: 7816392000 SC 13G/A 1 a05-3523_2sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G
(Rule 13d-102)

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-l(b) (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)(1)

 

The First Marblehead Corporation

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

320771 10 8

(CUSIP Number)

 

December 31, 2004

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

Rule 13d-1(d)

 

(1) 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 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).

 



 

CUSIP No.  320771 10 8

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Daniel Maxwell Meyers

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

Not applicable

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
5,429,465 shares (1)

 

6.

Shared Voting Power 
0 shares

 

7.

Sole Dispositive Power 
6,673,745 shares (1)

 

8.

Shared Dispositive Power
0 shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,673,745 shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.2% (2)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1)     Includes 186,272 shares of common stock of The First Marblehead Corporation (the “Issuer”) held of record by Mr. Meyers that are subject to an option agreement between Mr. Meyers and Ralph M. James.  Also includes 40,027 shares of common stock of the Issuer held of record by The Daniel M. Meyers 2003 Qualified Annuity Trust, of which Mr. Meyers is sole trustee.

 

(2)     Based on 65,729,769 shares of common stock of the Issuer reported to be outstanding as of January 31, 2005 in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission for the quarter ended December 31, 2004.

 

2



 

Item 1.

 

(a)

Name of Issuer
The First Marblehead Corporation

 

(b)

Address of Issuer’s Principal Executive Offices
Prudential Tower
800 Boylston Street
34th Floor
Boston, MA 02199

 

Item 2.

 

(a)

Name of Person Filing
Daniel Maxwell Meyers

 

(b)

Address of Principal Business Office or, if none, Residence
c/o The First Marblehead Corporation
Prudential Tower
800 Boylston Street
34th Floor
Boston, MA 02199

 

(c)

Citizenship
United States of America

 

(d)

Title of Class of Securities
Common Stock, $0.01 par value

 

(e)

CUSIP Number
320771 10 8

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not Applicable

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

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)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

3



 

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:   

6,673,745

 

(b)

Percent of class:   

10.2%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

5,429,465 shares*

 

 

(ii)

Shared power to vote or to direct the vote    

0 shares

 

 

(iii)

Sole power to dispose or to direct the disposition of   

6,673,745 shares*

 

 

(iv)

Shared power to dispose or to direct the disposition of   

0 shares

 


 

 

*

Includes 186,272 shares of common stock of the Issuer held of record by Mr. Meyers that are subject to an option agreement between Mr. Meyers and Ralph M. James.  Also includes 40,027 shares of common stock of the Issuer held of record by The Daniel M. Meyers 2003 Qualified Annuity Trust, of which Mr. Meyers is sole trustee.

 

Item 5.

Ownership of Five Percent or Less of a Class

 

Not Applicable

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   o.

 

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 or Control Person

 

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.

Certification

 

Not Applicable

 

[Signature on following page]

 

4



 

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.

 

 

February 14, 2005

 

Date

 


/s/ Daniel Maxwell Meyers

 

Signature

 


Daniel Maxwell Meyers

 

Name/Title

 

5


-----END PRIVACY-ENHANCED MESSAGE-----