0001140361-16-077435.txt : 20160822
0001140361-16-077435.hdr.sgml : 20160822
20160822163315
ACCESSION NUMBER: 0001140361-16-077435
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160822
FILED AS OF DATE: 20160822
DATE AS OF CHANGE: 20160822
ISSUER:
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
BUSINESS ADDRESS:
STREET 1: ONE CABOT ROAD
STREET 2: SUITE 200
CITY: MEDFORD
STATE: MA
ZIP: 02155
BUSINESS PHONE: 617 638-2000
MAIL ADDRESS:
STREET 1: ONE CABOT ROAD
STREET 2: SUITE 200
CITY: MEDFORD
STATE: MA
ZIP: 02155
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Heneghan Barry
CENTRAL INDEX KEY: 0001511355
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31825
FILM NUMBER: 161845582
MAIL ADDRESS:
STREET 1: 800 BOYLSTON STEET
STREET 2: 34TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02199
4
1
doc1.xml
FORM 4
X0306
4
2016-08-22
1
0001262279
FIRST MARBLEHEAD CORP
FMD
0001511355
Heneghan Barry
C/O THE FIRST MARBLEHEAD CORPORATION
ONE CABOT ROAD, SUITE 200
MEDFORD
MA
02155
0
1
0
0
Managing Director
Common Stock
2016-08-22
4
D
0
87713
5.05
D
0
D
Restricted Stock Units
2016-08-22
4
D
0
8750
D
Common Stock
8750
0
D
Restricted Stock Units
2016-08-22
4
D
0
45000
D
Common Stock
45000
0
D
Restricted Stock Units
2016-08-22
4
D
0
75000
D
Common Stock
75000
0
D
On August 22, 2016, pursuant to the Agreement and Plan of Merger among the issuer, FP Resources USA Inc. (the "Parent") and FP Resources Acquisition Corp. (the "Transitory Subsidiary"), dated June 2, 2016 (the "Merger Agreement"), the Transitory Subsidiary merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of the Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, the shares automatically converted into a right to receive $5.05 per share in cash.
Each restricted stock unit represents a contingent right to receive one share of common stock on the applicable vesting date.
On August 16, 2013, the reporting person was granted 35,000 restricted stock units, vesting in four equal annual installments beginning on August 16, 2014, the first anniversary of the date of the grant. Pursuant to the terms of the Merger Agreement, 100% of the restricted stock units vested at the effective time of the Merger. Each such restricted stock unit that vested at the effective time of the Merger Agreement was disposed of pursuant to the Merger Agreement in exchange for a cash payment of $5.05 per restricted stock unit.
On September 1, 2014, the reporting person was granted 60,000 restricted stock units, vesting in four equal annual installments beginning on September 1, 2015, the first anniversary of the date of the grant. Pursuant to the terms of the Merger Agreement, 100% of the restricted stock units vested at the effective time of the Merger. Each such restricted stock unit that vested at the effective time of the Merger Agreement was disposed of pursuant to the Merger Agreement in exchange for a cash payment of $5.05 per restricted stock unit.
On November 30, 2015, the reporting person was granted 75,000 restricted stock units, vesting in four equal annual installments beginning on November 30, 2016, the first anniversary of the date of the grant. Pursuant to the terms of the Merger Agreement, 100% of the restricted stock units vested at the effective time of the Merger. Each such restricted stock unit that vested at the effective time of the Merger Agreement was disposed of pursuant to the Merger Agreement in exchange for a cash payment of $5.05 per restricted stock unit.
/s/ Barry Heneghan
2016-08-22