Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F5	Dec 31, 2014	S	16,736	$4.23	D	6,700,859	D
Common Stock^F1,F3,F5	Dec 31, 2014	S	84	$4.23	D	35,695	I	See Footnotes
Common Stock^F4,F2,F5	Jan 2, 2015	S	51,014	$4.25	D	6,649,845	D
Common Stock^F4,F3,F5	Jan 2, 2015	S	256	$4.25	D	35,439	I	See Footnotes
Common Stock^F6,F2,F5	Jan 5, 2015	S	2,885	$4.21	D	6,646,960	D
Common Stock^F6,F3,F5	Jan 5, 2015	S	15	$4.21	D	35,424	I	See Footnotes
Common Stock^F7	holding	—	—		—	18,903	D

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.20 to $4.30, inclusive. The reporting persons undertake to provide to Higher One Holdings, Inc., any security holder of Higher One Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (4), and (6) to this Form 4.
F2The shares are held directly by Lightyear Fund II, L.P.
F3The shares are held directly by Lightyear Co-Invest Partnership II, L.P. The general partner of Lightyear Co-Invest Partnership II, L.P. is Lightyear Fund II GP Holdings, LLC.
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.20 to $4.42, inclusive.
F5The general partner of Lightyear Fund II, L.P. is Lightyear Fund II GP, L.P. The general partner of Lightyear Fund II GP, L.P. is Lightyear Fund II GP Holdings, LLC. The managing member of Lightyear Fund II GP Holdings, LLC is LY Holdings, LLC. The managing member of LY Holdings, LLC is Mr. Mark F. Vassallo.
F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.20 to $4.25, inclusive.
F7The shares are held directly by Mark F. Vassallo.

Remarks

Pursuant to Rule 16a-1(a)(2)(ii)(B) 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. 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.