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