X0202 4 2007-08-14 0 0001262279 FIRST MARBLEHEAD CORP FMD 0001347421 Stark Sandra C/O THE FIRST MARBLEHEAD CORPORATION, 800 BOYLSTON STREET, 34TH FLOOR BOSTON MA 02199 0 1 0 0 EVP, Business Development Common Stock 2007-08-15 4 M 0 4500 0 A 4500 D Common Stock 2007-08-15 4 F 0 1429 32.29 D 3071 D Restricted Stock Units 2007-08-15 4 M 0 4500 0 D Common Stock 4500 13500 D Restricted Stock Units 2007-08-14 4 A 0 6000 0 A Common Stock 6000 6000 D Restricted Stock Units 2007-08-14 4 A 0 6000 0 A Common Stock 6000 6000 D Amounts reported in this Form 4 reflect the stock split effected by the issuer in December 2006. Each restricted stock unit represents a contingent right to receive one share of common stock on the applicable vesting date. 4,500 restricted stock units vested on August 15, 2007. On August 15, 2006, the reporting person was granted 18,000 restricted stock units, vesting in four equal annual installments beginning on August 15, 2007, the first anniversary of the date of grant. Following vesting of 4,500 restricted stock units reported hereby, the remaining 13,500 restricted stock units will vest in three equal annual installments ending on August 15, 2010. Vested shares will be issued to the reporting person as soon as practicable after each vesting date. The restricted stock units vest in four equal annual installments beginning on August 14, 2009, the second anniversary of the date of grant. Vested shares will be issued to the reporting person as soon as practicable after each vesting date. The restricted stock units vest on June 30, 2011 (the "Vesting Date") with respect to all or a portion of the shares covered thereby depending on the achievement of specified revenue and/or earnings targets for fiscal 2008. The restricted stock units vest on the Vesting Date as to: (i) 50% of the shares covered thereby if the revenue target alone is achieved, (ii) 50% of the shares covered thereby if the earnings target alone is achieved and (ii) between 50% and 100% of the shares covered thereby if graduated revenue and earnings targets are both achieved. Vested shares will be issued to the reporting person as soon as practicable after the Vesting Date. /s/ Sandra M. Stark 2007-08-16