SEC Form 4 · accession 0001140361-16-077645
FIRST MARBLEHEAD CORP · FMD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William Dean Hansen
Director
Period of report
Aug 22, 2016
Accepted (ET)
Aug 23, 2016 · 4:43 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 | 6,600 | $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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock UnitsF3,F2 | — | Aug 22, 2016 | D | 300 | D | — | — | Common Stock | 300 | 0 | D |
| Stock UnitsF4,F2 | — | Aug 22, 2016 | D | 300 | D | — | — | Common Stock | 300 | 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 stock unit represents a fully vested right to receive one share of common stock.
- F3On September 20, 2006, the reporting person was granted 300 stock units and elected to defer delivery of the underlying shares until 30 days following cessation of his service as a director. Pursuant to the terms of the Merger Agreement, each stock unit was disposed of in exchange for a cash payment of $5.05 per stock unit.
- F4On September 20, 2007, the reporting person was granted 300 stock units and elected to defer delivery of the underlying shares until 30 days following cessation of his service as a director. Pursuant to the terms of the Merger Agreement, each stock unit was disposed of in exchange for a cash payment of $5.05 per stock unit.