SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

BERKLEY WILLIAM R

(Last)

(First)

(Middle)

C/O THE FIRST MARBLEHEAD CORPORATION,

800 BOYLSTON STREET, 34TH FLOOR

(Street)

BOSTON

02199

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST MARBLEHEAD CORP [ FMD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
06/30/2008

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/03/2007		G⁽¹⁾	375,592	D	$0	3,426,525	D
Common Stock	12/03/2007		G⁽¹⁾	375,592	A	$0	787,024	I⁽¹⁾	By Berkley Foundation
Common Stock							193,517	I⁽²⁾	By 2006 GRAT
Common Stock							256,483	I⁽³⁾	By 2007 GRAT
Common Stock							375,000	I⁽⁴⁾	By Berkley Peninsula

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On December 3, 2007, Mr. Berkley gifted 375,592 shares of Common Stock to The Berkley Family Foundation, Inc. (the "Berkley Foundation"). Mr. Berkley is the President of the Berkley Foundation and may be deemed to be the beneficial owner of shares held by the Berkley Foundation. Mr. Berkley disclaims beneficial ownership of such shares.

2. Excludes 256,483 shares of Common Stock that the William R. Berkley 2006 Grantor Retained Annuity Trust (the "2006 GRAT") transferred on December 3, 2007 to Mr. Berkley, who previously reported an indirect interest in such shares. Mr. Berkley is the trustee of the 2006 GRAT and may be deemed to be the beneficial owner of shares held by the 2006 GRAT. Mr. Berkley disclaims beneficial ownership of such shares except to the extent of any indirect pecuniary interest therein.

3. Includes 256,483 shares of Common Stock that William R. Berkley transferred to the William R. Berkley 2007 Grantor Retained Annuity Trust (the "2007 GRAT") on December 3, 2007. Mr. Berkley is the trustee of the 2007 GRAT and may be deemed to be the beneficial owner of shares held by the 2007 GRAT. Mr. Berkley disclaims beneficial ownership of such shares except to the extent of any indirect pecuniary interest therein.

4. These shares are held by Berkley Peninsula LLC ("Berkley Peninsula"). Mr. Berkley is the Managing Director and sole owner of Berkley Peninsula and may be deemed to be the beneficial owner of shares held by Berkley Peninsula. Mr. Berkley disclaims beneficial ownership of such shares except to the extent of any indirect pecuniary interest therein.

	/s/ William R. Berkley	08/14/2008
	** 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 4 (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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