SEC Form 4 · accession 0000899243-16-026400
Higher One Holdings, Inc. · ONE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sheldon Goldfarb
Director
Period of report
Aug 4, 2016
Accepted (ET)
Aug 5, 2016 · 2:37 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 | D | 51,635 | $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)F2 | $2.91 | Aug 4, 2016 | D | 38,780 | D | — | Jun 5, 2025 | Common Stock | 38,780 | 0 | D |
| Restricted Stock UnitsF3 | $0.00 | Aug 4, 2016 | D | 27,710 | D | — | — | Common Stock | 27,710 | 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. and Winchester Acquisition Corporation, 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 $5.15 (the "Merger Consideration"), without interest thereon and less any applicable tax withholding.
- F2Pursuant 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 of Higher One common stock, par value $0.001 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.
- F3Pursuant 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.