SEC Form 4 · accession 0000899243-16-022810
Higher One Holdings, Inc. · ONE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Feb 18, 2011
Accepted (ET)
Jun 14, 2016 · 4:53 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001486800
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F6 | Feb 15, 2013 | A | 4,990 | — | A | 4,990 | I | See footnotes |
| Common StockF1,F6 | Feb 21, 2014 | A | 9,844 | — | A | 14,834 | I | See footnotes |
| Common StockF2,F3,F6 | holding | — | — | — | 6,646,960 | I | See footnotes | |
| Common StockF2,F4,F6 | holding | — | — | — | 35,424 | I | See footnotes | |
| Common StockF2,F5 | holding | — | — | — | 18,903 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to buy)F1,F6,F7 | $18.05 | Feb 18, 2011 | A | 10,000 | A | Feb 18, 2011 | Feb 18, 2021 | Common Stock | 10,000 | 10,000 | I |
| Stock Option (Right to buy)F1,F6,F7 | $15.28 | Feb 10, 2012 | A | 15,000 | A | Feb 10, 2012 | Feb 10, 2022 | Common Stock | 15,000 | 15,000 | I |
| Stock Option (Right to buy)F1,F6,F7 | $10.52 | Feb 15, 2013 | A | 10,691 | A | Feb 15, 2013 | Feb 15, 2023 | Common Stock | 10,691 | 10,691 | I |
| Stock Option (Right to buy)F1,F6,F7 | $8.00 | Feb 21, 2014 | A | 7,713 | A | Feb 21, 2014 | Feb 21, 2024 | Common Stock | 7,713 | 7,713 | I |
Explanation of responses
- F1Represents grants of restricted stock units (the right to receive one common share at the time of termination from the Board of Directors other than for cause) and grants of stock options to Mr. Stewart Gross in connection with his service as a director of Higher One Holdings, Inc. (the "Company") under the Company's director compensation program, previously reported by Mr. Gross on prior Form 4 filings at the time of the respective grants. Mr. Gross is a managing director of Lightyear Capital LLC ("Lightyear Capital") and pursuant to arrangements between Lightyear Capital, Lightyear Fund II, L.P. ("Fund II"), Mr. Gross and their affiliates, such equity awards were held by Mr. Gross for the benefit of Lightyear Capital II, LLC ("Lightyear Capital II") and one or more of the reporting persons. Shares of common stock of the Company received upon Mr. Gross's termination of service as a member of the Board of Directors of the Company are held by Lightyear Capital II.
- F2Represents shares beneficially owned on the date of this filing.
- F3The shares are held directly by Lightyear Fund II, L.P.
- F4The shares are held directly by Lightyear Co-Invest Partnership II, L.P. ("Co-Invest"). The general partner of Co-Invest is Lightyear Fund II GP Holdings, LLC ("GP Holdings").
- F5The shares are held directly by Mr. Mark F. Vassallo.
- F6The general partner of Fund II is Lightyear Fund II GP, L.P., whose general partner is GP Holdings. As previously disclosed, including on a Form 3 filed by Mr. Mark F. Vassallo, on December 31, 2013, Mr. Vassallo and LY Holdings, LLC became beneficial owners of securities of the Company held by (or for the benefit of) Fund II, Co-Invest and Lightyear Capital II when Mr. Vassallo became the managing member of (i) Lightyear Capital the sole member of Lightyear Capital II and (ii) LY Holdings, LLC, which became the managing member of GP Holdings, succeeding, respectively, Mr. Donald B. Marron and an entity controlled by Mr. Marron. As of such date, Mr. Marron may have been deemed to have been the beneficial owner of an additional 148,567 common shares indirectly beneficially owned through Chestnut Venture Holdings, LLC, 11,940 common shares he held directly and 975 common shares indirectly beneficially owned through a limited liability company of which he was the managing member.
- F7The stock options described herein have all expired unexercised.
Remarks
Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein only to the extent of his or its pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount.