Sec Form 4 Filing - Risley John Carter @ FIRST MARBLEHEAD CORP - 2016-08-22

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Risley John Carter 2. Issuer Name and Ticker or Trading Symbol FIRST MARBLEHEAD CORP [ FMD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O STAN SPAVOLD, CLEARWATER FINE FOODS, INCORPORATED, 757 BEDFORD HIGHWAY 3. Date of Earliest Transaction (MM/DD/YY) 08/22/2016 (Street) BEDFORD, A5B4A 3Z7 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.01 08/22/2016 J 10,029,290 ( 1 ) ( 2 ) A $ 5.05 ( 1 ) 100 ( 1 ) ( 2 ) ( 3 ) ( 4 ) I See Footnote ( 1 ) ( 2 ) ( 3 ) ( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Risley John Carter C/O STAN SPAVOLD, CLEARWATER FINE FOODS INCORPORATED, 757 BEDFORD HIGHWAY BEDFORD, A5B4A 3Z7 X FP Resources USA Inc. C/O STAN SPAVOLD 757 BEDFORD HIGHWAY BEDFORD, A5B4A 3Z7 X Lobster Point Holdings Ltd C/O STAN SPAVOLD 757 BEDFORD HIGHWAY BEDFORD, A5B4A 3Z7 X FP Resources Holdings LP C/O STAN SPAVOLD 757 BEDFORD HIGHWAY BEDFORD, A5B4A 3Z7 X FP Acquisition Holdings LLC C/O STAN SPAVOLD 757 BEDFORD HIGHWAY BEDFORD, A5B4A 3Z7 X Signatures /s/ John Carter Risley 08/22/2016 Signature of Reporting Person Date /s/ Stan Spavold, Secretary of FP Resources USA Inc. 08/22/2016 Signature of Reporting Person Date /s/ Stan Spavold, Secretary of Lobster Point Holdings Limited 08/22/2016 Signature of Reporting Person Date /s/ Stan Spavold, Secretary of FP Acquisition Holdings LLC 08/22/2016 Signature of Reporting Person Date /s/ Stan Spavold, Secretary of FP Resources Holdings LP 08/22/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger, dated as of June 2, 2016 (the "Merger Agreement"), among FP Resources USA Inc. ("FP Resources"), FP Resources Acquisition Corp., a wholly owned subsidiary of FP Resources (the "Transitory Subsidiary"), and the Issuer, FP Resources acquired the Issuer through the merger of the Transitory Subsidiary with and into the Issuer (the "Merger") with the Issuer continuing as the surviving corporation of the Merger (the "Surviving Corporation"). At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock (other than shares of Issuer common stock that were held in the treasury and any shares of Issuer common stock owned by the Reporting Persons (as defined below) and any dissenting shares) was automatically canceled and converted into the right to receive $5.05 in cash. Any shares of Issuer common stock owned by the Reporting Persons were automatically canceled and no consideration was paid for such shares. ( 2 )Pursuant to the Merger Agreement, at the effective time of the Merger, each of the 100 shares of common stock of the Transitory Subsidiary issued and outstanding immediately prior to the effective date of the Merger was converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. Immediately after the effective date of the Merger, the Reporting Persons had the sole power to vote or to direct the vote of and the sole power to dispose or to direct the disposition of all of the outstanding shares of the Surviving Corporation's common stock. ( 3 )FP Resources is owned by FP Resources Holdings LP ("FP LP"). FP LP is owned by FP Acqusition Holdings LLC ("FP LLC") and Lobster Point Holdings Limited ("Lobster Point"). Lobster Point is owned by Mr. Risley. FP LLC is owned by Lobster Point. Lobster Point, FP LLC, FP LP and FP Resources function as holding companies for Mr. Risley. Mr. Risley, Lobster Point, FP LLC, FP LP and FP Resources may be referred to here in as the "Reporting Persons". ( 4 )This report is filed jointly by the Reporting Persons. The filing of this report by FP Resources, FP LLC, FP LP and Lobster Point shall not be deemed an admission that FP Resources, FP LLC, FP LP or Lobster Point is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any of the equity securities covered by this report. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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