X0306 4 2016-08-22 1 0001262279 FIRST MARBLEHEAD CORP FMD 0001614021 Breitman Alan Gregory 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 8374 5.05 D 0 D Restricted Stock Units 2016-08-22 4 D 0 10000 D Common Stock 10000 0 D Restricted Stock Units 2016-08-22 4 D 0 20000 D Common Stock 20000 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 4, 2014, the reporting person was granted 20,000 restricted stock units, vesting in four equal annual installments beginning on August 4, 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 20,000 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/ Alan G. Breitman 2016-08-22