Sec Form 4 Filing - MEYERS DANIEL MAXWELL @ 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 MEYERS DANIEL MAXWELL 2. Issuer Name and Ticker or Trading Symbol FIRST MARBLEHEAD CORP [ FMD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and Chairman of the Board (Last) (First) (Middle) C/O THE FIRST MARBLEHEAD CORPORATION, ONE CABOT ROAD, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 08/22/2016 (Street) MEDFORD, MA02155 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 08/22/2016 D 981,286 D $ 5.05 ( 1 ) 0 D

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 Restricted Stock Units ( 2 ) 08/22/2016 D 200,000 ( 3 ) ( 3 ) Common Stock 200,000 ( 3 ) 0 ( 3 ) D Stock Option (right to buy) $ 60 08/22/2016 D 200,000 ( 4 ) 08/17/2018 Common Stock 200,000 ( 4 ) 0 D Stock Option (right to buy) $ 120 08/22/2016 D 200,000 ( 4 ) 08/17/2018 Common Stock 200,000 ( 4 ) 0 D Stock Option (right to buy) $ 160 08/22/2016 D 200,000 ( 4 ) 08/17/2018 Common Stock 200,000 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MEYERS DANIEL MAXWELL C/O THE FIRST MARBLEHEAD CORPORATION ONE CABOT ROAD, SUITE 200 MEDFORD, MA02155 X CEO and Chairman of the Board Signatures /s/ Daniel Meyers 08/22/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Each restricted stock unit represents the right to receive one share of common stock on the applicable vesting date. ( 3 )On November 30, 2015, the reporting person was granted 200,000 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. ( 4 )This option was cancelled for no consideration pursuant to the terms of the Merger Agreement.

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