FMD First Marblehead Corp. (The)

1996 Stock Option Plan

2002 Director Stock Plan

2003 Stock Incentive Plan, as amended and restated

2003 Employee Stock Purchase Plan

2008 Meyers’ Option Plan

2011 Stock Incentive Plan, as amended

(Full title of the plan)

Suzanne Murray

General Counsel

The First Marblehead Corporation

One Cabot Road, Suite 200

Medford, Massachusetts 02155

(Name and address of agent for service)

(800) 895-4283

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment relates to the following Registration Statements on Form S-8 (the “ Registration Statements ”), filed with the Securities and Exchange Commission (the “ SEC ”) by The First Marblehead Corporation (the “ Registrant ”):

Unless otherwise indicated, all references herein to share numbers have been adjusted to give effect to the 1-for-10 reverse stock split of the Registrant’s common stock that was effected on December 2, 2013.

The Registrant is filing this Post-Effective Amendment to the Registration Statements to withdraw and remove from registration the unissued securities issuable by the Registrant pursuant to the above referenced Registration Statements.

On August 22, 2016, pursuant to the Agreement and Plan of Merger, dated as of June 2, 2016, by and among the Registrant, FP Resources USA Inc., a Delaware corporation (the “ Parent ”), and FP Resources Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Parent (the “ Transitory Subsidiary ”), the Transitory Subsidiary merged with and into the Registrant, with the Registrant surviving the merger as a wholly owned subsidiary of the Parent (the “ Merger ”).

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As a result of the Merger, the Registrant has terminated all offerings of its securities pursuant to the Registration Statements. In accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, the Registrant hereby removes and withdraws from registration any and all securities of the Registrant registered pursuant to the Registration Statements that remain unsold as of the date hereof.

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