SEC Form 4 · accession 0000899243-16-015403
FIRST MARBLEHEAD CORP · FMD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
John Carter Risley
10% Owner
Lobster Point Properties Ltd
10% Owner
FP Resources USA Inc.
10% Owner
Period of report
Mar 3, 2016
Accepted (ET)
Mar 7, 2016 · 4:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001262279
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01F1,F2,F3 | Mar 3, 2016 | S | 42,527 | $3.22 | D | 1,768,339 | I | See Footnote |
| Common Stock, par value $0.01F4,F2,F3 | Mar 4, 2016 | S | 8,122 | $3.20 | D | 1,760,217 | I | See Footnote |
| Common Stock, par value $0.01F5,F2,F3 | Mar 7, 2016 | S | 20,001 | $3.15 | D | 1,740,216 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.20 to $3.28, inclusive. The reporting person undertakes to provide to The First Marblehead Corporation, any security holder of The First Marblehead Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (1) to this Form 4.
- F2This report is filed jointly by John Carter Risley ("Mr. Risley"), FP Resources USA Inc. ("FP Resources") and Lobster Point Properties Limited ("Lobster Point" and collectively with Mr. Risley and FP Resources, the "Reporting Persons"). On December 31, 2015, Mr. Risley transferred the reported securities of the Issuer to FP Resources, which is a wholly owned subsidiary of Lobster Point, which is a wholly owned subsidiary of Mr. Risley, in a transaction exempt pursuant to Section 16a-13.
- F3(Continued from Footnote 2) None of the Reporting Persons have acquired any securities of the Issuer since FP Resources becoming the nominee holder of the reported securities. The filing of this report by FP Resources and Lobster Point shall not be deemed an admission that FP Resources or Lobster Point is, for purposes of Section 16 of the Securities Act of 1933, 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.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.18 to $3.26, inclusive. The reporting person undertakes to provide to The First Marblehead Corporation, any security holder of The First Marblehead Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (4) to this Form 4.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.15 to $3.20, inclusive. The reporting person undertakes to provide to The First Marblehead Corporation, any security holder of The First Marblehead Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (5) to this Form 4.