SC 13G/A 1 b5408021.htm TENTH AMENDMENT

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(AMENDMENT NO. 10)*

 

FIRST MARBLEHEAD CORPORATION

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

320771108

(CUSIP Number)

 

December 31, 2009

(Date of Event which Requires Filing

of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 

o

 

Rule 13d-1(b)

 

o

 

Rule 13d-1(c)

 

x

Rule 13d-1(d)

 

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 32077108

13G

Page 2 of 6 Pages

 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

William R. Berkley

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [    ]

(b) [ X ]

 

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

U.S.

 

5

SOLE VOTING POWER

 

5,074,549

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER

 

0

EACH

REPORTING

PERSON

WITH

7

SOLE DISPOSITIVE POWER

 

5,074,549

 

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,074,549

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [    ]

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.1%

12

TYPE OF REPORTING PERSON*

 

IN

 

*SEE INSTRUCTION BEFORE FILLING OUT

 

 

Item 1(a)

Name of Issuer:

 

 

The First Marblehead Corporation (the “Issuer”)

 

Item 1(b)

Address of Issuer's Principal Executive Offices:

 

 

The Prudential Tower

 

800 Boylston Street, 34th Floor

 

Boston, MA 02199-8157

 

Items 2(a)

Name of Person Filing; Address of Principal Business Office:

 

William R. Berkley (“Berkley”)

 

Item 2(b)

Address of Principal Business Office or, if None, Residence:

 

The address of Berkley is:

 

475 Steamboat Road

Greenwich, CT 06830

 

 

Item 2(c)

Citizenship:

 

For the citizenship of Berkley, see Item 4 of the cover sheet.

 

 

Item 2(d)

Title of Class of Securities:

 

Common Stock, par value $0.01 per share (“Common Stock”)

 

 

Item 2(e)

CUSIP Number:

 

 

320771108

 

Item 3

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person is filing as a:

 

Not Applicable

 

 

 

Item 4.

Ownership:

 

 

(a) Amount beneficially owned:

 

As of December 31, 2009, (i) Berkley owned directly 3,882,525 shares of Common Stock, options to purchase 24,000 shares of Common Stock, which options are currently exercisable and 6,000 stock units issued under the Issuer’s 2003 director stock plan, (ii) Berkley Peninsula LLC owned 375,000 shares of Common Stock, and (iii) The Berkley Family Foundation, Inc. (“The Berkley Foundation”) owned 787,024 shares of Common Stock.

Berkley is the Managing Director and sole owner of Berkley Peninsula LLC and may be deemed to be the beneficial owner of the shares of Common Stock held by Berkley Peninsula LLC. Berkley is the President of The Berkley Foundation and may be deemed to be the beneficial owner of the shares of Common Stock held by The Berkley Foundation.

Berkley disclaims beneficial ownership of all shares of Common Stock owned by The Berkley Foundation.

(b) Percent of class

Based upon 99,246,664 shares of Common Stock outstanding, as reported in the Issuer’s Form 10-Q filed on November 6, 2009, Berkley is deemed to hold 5.1% of the Issuer’s outstanding Common Stock.

(c) Number of shares as to which the person has:

William R. Berkley: 5,074,549 shares with sole power to vote or to direct the vote; 0 shares with shared power to vote or to direct the vote; 5,074,549 shares with sole power to dispose of or to direct the disposition of; 0 shares with shared power to dispose of or to direct the disposition of.

 

 

Item 5

Ownership of Five Percent or Less of a Class:

 

 

N/A

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

 

N/A

 

 

Item 7

Identification and Classification of the

 

Subsidiary Which Acquired the Security Being

 

Reported on By the Parent Holding Company:

 

 

N/A

 

 

 

Item 8

Identification and Classification of Members of the Group:

 

 

N/A

 

 

Item 9

Notice of Dissolution of Group:

 

 

N/A

 

 

Item 10

Certification:

 

N/A

 

SIGNATURE

 

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 8, 2010

 

 

By:

/s/ William R. Berkley

 

WILLIAM R. BERKLEY