SEC Form 4 · accession 0001140361-16-077435
FIRST MARBLEHEAD CORP · FMD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Barry Heneghan
Officer — Managing Director
Period of report
Aug 22, 2016
Accepted (ET)
Aug 22, 2016 · 4:33 pm EDT
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 StockF1 | Aug 22, 2016 | D | 87,713 | $5.05 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F2 | — | Aug 22, 2016 | D | 8,750 | D | — | — | Common Stock | 8,750 | 0 | D |
| Restricted Stock UnitsF4,F2 | — | Aug 22, 2016 | D | 45,000 | D | — | — | Common Stock | 45,000 | 0 | D |
| Restricted Stock UnitsF5,F2 | — | Aug 22, 2016 | D | 75,000 | D | — | — | Common Stock | 75,000 | 0 | D |
Explanation of responses
- F1On 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.
- F2Each restricted stock unit represents a contingent right to receive one share of common stock on the applicable vesting date.
- F3On August 16, 2013, the reporting person was granted 35,000 restricted stock units, vesting in four equal annual installments beginning on August 16, 2014, 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.
- F4On September 1, 2014, the reporting person was granted 60,000 restricted stock units, vesting in four equal annual installments beginning on September 1, 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.
- F5On November 30, 2015, the reporting person was granted 75,000 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.