SEC Form 4 · accession 0000899243-16-026394

Higher One Holdings, Inc. · ONE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Casey McGuane

Other

Period of report

Aug 4, 2016

Accepted (ET)

Aug 5, 2016 · 2:31 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 Stock	Aug 4, 2016	U	112,831	$5.15	D	0	D
Common Stock	Aug 4, 2016	D	70,957	$5.15	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Common Stock (right to buy)^F3	$2.67	Aug 4, 2016	D	90,000	D	—	Dec 7, 2017	Common Stock	90,000	D
Common Stock (right to buy)^F3	$4.59	Aug 4, 2016	D	24,000	D	—	Sep 25, 2018	Common Stock	24,000	D
Common Stock (right to buy)^F3	$4.59	Aug 4, 2016	D	51,000	D	—	Sep 25, 2018	Common Stock	51,000	D

Explanation of responses

F1Pursuant to the terms of the Agreement and Plan of Merger dated June 29, 2016 (the "Merger Agreement") by and among Higher One Holdings, Inc. ("Higher One"), Winchester Acquisition Holdings Corp. ("Merger Sub") and Winchester Acquisition Corporation ("Parent"), Merger Sub purchased each share of Higher One common stock, par value $0.001 (each, a "Share"), tendered and accepted for payment in the Offer (as defined in the Merger Agreement) at a price per share of $5.15 (the "Offer Price"), net to the seller in cash, without interest thereon and less any required withholding taxes.
F2Pursuant to the Merger Agreement, on August 4, 2016, at the Effective Time (as defined in the Merger Agreement) by virtue of the Merger (as defined in the Merger Agreement), each stock-settled restricted stock unit that had not vested as of the Effective Time was automatically cancelled and converted into the right to receive an amount in cash equal to the Offer Price (the "Merger Consideration"), without interest thereon and less any applicable tax withholding.
F3Pursuant to the Merger Agreement, on August 4, 2016, at the Effective Time by virtue of the Merger, each Higher One stock option (each, an "Option"), whether or not vested and exercisable, that was outstanding and unexercised immediately prior to the Effective Time, was cancelled and converted into the right to receive an amount in cash equal to the product of (x) the total number of Shares subject to such Option multiplied by (y) the excess, if any, of the Merger Consideration over the per-share exercise price of the Option, without interest thereon and less any applicable tax withholding. All Options with respect to which the per-share exercise price subject thereto was equal to or greater than the Merger Consideration were cancelled in exchange for no consideration.