sc 13G/A 1 o23140scl3ga.htm AMENDMENT NO. 2
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`UNITED STATES
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`SECURITIES AND EXCHANGE COMMISSION
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`Washington, D.C. 20549
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`SCHEDULE 13G/A
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`Under the Securities Exchange Act of 1934
`(Amendment No. 2)*
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`The First Marblehead Corporation
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`(Name of Issuer)
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`Common Stock, $0.01 par value per share
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`(Title of Class of Securities)
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`320771 10 8
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`(CU SIP Number)
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`December 31, 2013
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`(Date of Event Which Requires Filing of This Statement)
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`Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
`
`El
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`Rule 13d-1(b)
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`Rule 13d-1(c)
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`El
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`Rule 13d-1 (d)
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`*The remainder ofthis 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.
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`The information required in the remainder ofthis cover page shall not be deemed to be “filed” for the purpose of Section 18 of
`he Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
`0 all other provisions ofthe Act Giowever, see the Notes).
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`Page 1 of 10 pages
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`VIRNETX EXHIBIT 2011
`Mangrove v. VirnetX
`Trial IPR2015-01047
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`Page 1 of 11
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`Name of Issuer:
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`The First Marblehead Corporation
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`Address of Issuer’s Principal Executive Oflices:
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`The Prudential Tower, 800 Boylston Street, 34”‘ Floor, Boston, Massachusetts 02199-8157
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`Name of Person Filing:
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`This Schedule 13G/A #2 is being jointly filed by (1) The Mangrove Partners Master Fund, Ltd. (the “Master
`Fund”), (2) The Mangrove Partners Fund, L.P. (the “US Feeder”), (3) The Mangrove Partners Fund (Cayman), Ltd.
`(the “Cayman Feeder”), (4) Mangrove Partners, (5) Mangrove Capital and (6) Nathaniel August. Each of the
`foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
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`The Shares (as defined below) which are the subject ofthis Schedule 13G/A #2 are held by the Master Fund.
`Beneficial ownership ofthe Shares is also claimed by (i) the US Feeder and the Cayman Feeder, which are the two
`controlling shareholders ofthe Master Fund, (ii) Mangrove Partners which serves as the investment manager of
`each ofthe Master Fund, the US Feeder and the Cayman Feeder, (iii) Mangrove Capital which serves as the general
`partner of the US Feeder, and (iv) Nathaniel August who is the principal of Mangrove Partners and Mangrove
`Capital.
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`Address of Principal Business Office or, if none, Residence:
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`The principal business ofiice of each of the US Feeder, Mangrove Partners, Mangrove Capital and Nathaniel
`August is 645 Madison Avenue, 14th Floor, New York, New York 10022.
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`The principal business address of each of the Cayman Feeder and the Master Fund is c/o Maples Corporate
`Services, Ltd., PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands
`KY 1 -1 104.
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`Citizenship:
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`The US Feeder is organized under the laws of the State of Delaware. Each ofMangrove Partners, Mangrove
`Capital, the Cayman Feeder and the Master Fund is organized under the laws of the Cayman Islands. Nathaniel
`August is a citizen ofthe United States ofAmerica.
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`Title of Class of Securities:
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`Common Stock, $0.01 par value per share (the “Shares”)
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`CUSIP Number: 320771 10 8
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`If this Statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
`(a) El Broker or dealer registered under Section 15 of the Act;
`(b) El Bank as defined in Section 3(a)(6) ofthe Act;
`(c) El
`Insurance company as defined in Section 3(a)(1 9) ofthe Act;
`(d) El
`Investment company registered under Section 8 of the Investment Company Act of 1940;
`(e) El An investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(E);
`(I) El An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
`(g) El A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
`(11) El A savings association as defined in Section 3(b) ofthe Federal Deposit Insurance Act (12 U.S.C. 1813);
`(i) El A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
`Investment Company Act of 1940;
`(j) El A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
`(k) El Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with
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`Page 8 of 11