SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* MEYERS DANIEL MAXWELL (Last) (First) (Middle) C/O THE FIRST MARBLEHEAD CORPORATION, 800 BOYLSTON STREET, 34TH FLOOR (Street) BOSTON MA 02199 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/01/2008	3. Issuer Name and Ticker or Trading Symbol FIRST MARBLEHEAD CORP [ FMD ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) CEO and President	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,885,756	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(1)	08/17/2018	Common Stock	2,000,000	$6	D
Stock Option (right to buy)	(2)	08/17/2018	Common Stock	2,000,000	$12	D
Stock Option (right to buy)	(2)	08/17/2018	Common Stock	2,000,000	$16	D

Explanation of Responses:

1. This option will vest and become exercisable as to 25% of the original number of shares covered thereby on each of the first, second, third and fourth anniversaries of August 18, 2008, the date of grant. In addition, this option will vest and become exercisable in full if the closing sale price of Common Stock is at least $9.00 per share for a period of five consecutive trading days (subject to a specified minimum average daily trading volume). This option may be exercised subsequent to November 16, 2008 and prior to vesting, provided that any shares of Common Stock so issued will be held in escrow by the issuer, subject to a right of repurchase, until such time as the shares vest in accordance with the foregoing schedule.

2. This option will vest and become exercisable in full on November 16, 2008. In addition, this option will vest and become exercisable in full if the closing sale price of Common Stock is at least 150% of the exercise price per share of the option for a period of five consecutive trading days (subject to a specified minimum average daily trading volume).

	/s/ Daniel Maxwell Meyers	09/02/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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