4//SEC Filing
FIRST MARBLEHEAD CORP 4
Accession 0000899243-16-027849
CIK 0001262279operating
Filed
Aug 21, 8:00 PM ET
Accepted
Aug 22, 5:15 PM ET
Size
14.9 KB
Accession
0000899243-16-027849
Insider Transaction Report
Form 4
FP Resources USA Inc.
10% Owner
Transactions
- Other
Common Stock, par value $0.01
2016-08-22$5.05/sh+10,029,290$50,647,915→ 100 total(indirect: See Footnote)
FP Resources Holdings LLP
10% Owner
Transactions
- Other
Common Stock, par value $0.01
2016-08-22$5.05/sh+10,029,290$50,647,915→ 100 total(indirect: See Footnote)
Risley John Carter
10% Owner
Transactions
- Other
Common Stock, par value $0.01
2016-08-22$5.05/sh+10,029,290$50,647,915→ 100 total(indirect: See Footnote)
Lobster Point Properties Ltd
10% Owner
Transactions
- Other
Common Stock, par value $0.01
2016-08-22$5.05/sh+10,029,290$50,647,915→ 100 total(indirect: See Footnote)
FP Acquisition Holdings LLC
10% Owner
Transactions
- Other
Common Stock, par value $0.01
2016-08-22$5.05/sh+10,029,290$50,647,915→ 100 total(indirect: See Footnote)
Footnotes (4)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of June 2, 2016 (the "Merger Agreement"), among FP Resources USA Inc. ("FP Resources"), FP Resources Acquisition Corp., a wholly owned subsidiary of FP Resources (the "Transitory Subsidiary"), and the Issuer, FP Resources acquired the Issuer through the merger of the Transitory Subsidiary with and into the Issuer (the "Merger") with the Issuer continuing as the surviving corporation of the Merger (the "Surviving Corporation"). At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock (other than shares of Issuer common stock that were held in the treasury and any shares of Issuer common stock owned by the Reporting Persons (as defined below) and any dissenting shares) was automatically canceled and converted into the right to receive $5.05 in cash. Any shares of Issuer common stock owned by the Reporting Persons were automatically canceled and no consideration was paid for such shares.
- [F2]Pursuant to the Merger Agreement, at the effective time of the Merger, each of the 100 shares of common stock of the Transitory Subsidiary issued and outstanding immediately prior to the effective date of the Merger was converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. Immediately after the effective date of the Merger, the Reporting Persons had the sole power to vote or to direct the vote of and the sole power to dispose or to direct the disposition of all of the outstanding shares of the Surviving Corporation's common stock.
- [F3]FP Resources is owned by FP Resources Holdings LP ("FP LP"). FP LP is owned by FP Acqusition Holdings LLC ("FP LLC") and Lobster Point Holdings Limited ("Lobster Point"). Lobster Point is owned by Mr. Risley. FP LLC is owned by Lobster Point. Lobster Point, FP LLC, FP LP and FP Resources function as holding companies for Mr. Risley. Mr. Risley, Lobster Point, FP LLC, FP LP and FP Resources may be referred to here in as the "Reporting Persons".
- [F4]This report is filed jointly by the Reporting Persons. The filing of this report by FP Resources, FP LLC, FP LP and Lobster Point shall not be deemed an admission that FP Resources, FP LLC, FP LP or Lobster Point is, for purposes of Section 16 of the Securities Exchange Act of 1934, 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.
Documents
Issuer
FIRST MARBLEHEAD CORP
CIK 0001262279
Entity typeoperating
Related Parties
1- filerCIK 0001262279
Filing Metadata
- Form type
- 4
- Filed
- Aug 21, 8:00 PM ET
- Accepted
- Aug 22, 5:15 PM ET
- Size
- 14.9 KB