SEC Form 4 · accession 0000899243-16-026406

Higher One Holdings, Inc. · ONE

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

Reporting owner

David M Cromwell

Director

Period of report

Aug 4, 2016

Accepted (ET)

Aug 5, 2016 · 2:40 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^F2	Aug 4, 2016	U	34,273	$5.15	D	0	I	By Hillhouse Advisors, Inc.
Common Stock	Aug 4, 2016	D	40,090	$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)^F4	$3.42	Aug 4, 2016	D	21,273	D	—	Mar 2, 2025	Common Stock	21,273	D
Common Stock (right to buy)^F2,F4	$1.34	Aug 4, 2016	D	28,800	D	—	Mar 27, 2017	Common Stock	28,800	I
Restricted Stock Units^F5	$0.00	Aug 4, 2016	D	27,710	D	—	—	Common Stock	27,710	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.
F2David Cromwell is the president of Hillhouse Advisors, Inc., which is the Managing Member of Sachem Ventures, LLC, and Mr. Cromwell controls the voting of shares held by Sachem Ventures, LLC and by Hillhouse Advisors, Inc. Mr. Cromwell may be deemed to be the beneficial owner of shares owned by Sachem Ventures, LLC and Hillhouse Advisors, Inc. Mr. Cromwell disclaims beneficial ownership of any securities owned by Sachem Ventures, LLC and Hillhouse Advisors, Inc., and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
F3Pursuant 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.
F4Pursuant 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.
F5Pursuant 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.