SEC Form 4 · accession 0000899243-16-026397
Higher One Holdings, Inc. · ONE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert F Reach
Officer — Chief Sales Officer
Period of report
Aug 4, 2016
Accepted (ET)
Aug 5, 2016 · 2:33 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 | 71,734 | $5.15 | D | 0 | D | |
| Common Stock | Aug 4, 2016 | D | 66,464 | $5.15 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock (right to buy)F3 | $2.67 | Aug 4, 2016 | D | 60,179 | D | — | Dec 7, 2017 | Common Stock | 60,179 | 0 | D |
| Common Stock (right to buy)F3 | $4.59 | Aug 4, 2016 | D | 30,000 | D | — | Sep 25, 2018 | Common Stock | 30,000 | 0 | D |
| Common Stock (right to buy)F3 | $4.59 | Aug 4, 2016 | D | 45,000 | D | — | Sep 25, 2018 | Common Stock | 45,000 | 0 | D |
| Restricted Stock UnitsF4 | $0.00 | Aug 4, 2016 | D | 54,216 | D | — | — | Common Stock | 54,216 | 0 | 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.
- F4Pursuant to the Merger Agreement, on August 4, 2016, at the Effective Time by virtue of the Merger, each cash-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 Merger Consideration, without interest thereon and less any applicable tax withholding.