Higher One Form 4 Higher One / Mark F Vassallo ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LIGHTYEAR FUND II, L.P.

(Last) (First) (Middle)

9 WEST 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Higher One Holdings, Inc. [ ONE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/15/2013		A(1)		4,990	A	(1)	4,990	I	See footnotes(1)(6)
Common Stock	02/21/2014		A(1)		9,844	A	(1)	14,834	I	See footnotes(1)(6)
Common Stock								6,646,960(2)	I	See footnotes(3)(6)
Common Stock								35,424(2)	I	See footnotes(4)(6)
Common Stock								18,903(2)	D(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to buy)	$18.05	02/18/2011		A(1)		10,000		02/18/2011	02/18/2021(7)	Common Stock	10,000	(1)	10,000	I	See footnotes(1)(6)
Stock Option (Right to buy)	$15.28	02/10/2012		A(1)		15,000		02/10/2012	02/10/2022(7)	Common Stock	15,000	(1)	15,000	I	See footnotes(1)(6)
Stock Option (Right to buy)	$10.52	02/15/2013		A(1)		10,691		02/15/2013	02/15/2023(7)	Common Stock	10,691	(1)	10,691	I	See footnotes(1)(6)
Stock Option (Right to buy)	$8	02/21/2014		A(1)		7,713		02/21/2014	02/21/2024(7)	Common Stock	7,713	(1)	7,713	I	See footnotes(1)(6)

1. Name and Address of Reporting Person^*

LIGHTYEAR FUND II, L.P.

(Last) (First) (Middle)

9 WEST 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MARRON DONALD B

(Last) (First) (Middle)

9 WEST 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vassallo Mark F

(Last) (First) (Middle)

C/O LIGHTYEAR CAPITAL

9 WEST 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. Represents grants of restricted stock units (the right to receive one common share at the time of termination from the Board of Directors other than for cause) and grants of stock options to Mr. Stewart Gross in connection with his service as a director of Higher One Holdings, Inc. (the "Company") under the Company's director compensation program, previously reported by Mr. Gross on prior Form 4 filings at the time of the respective grants. Mr. Gross is a managing director of Lightyear Capital LLC ("Lightyear Capital") and pursuant to arrangements between Lightyear Capital, Lightyear Fund II, L.P. ("Fund II"), Mr. Gross and their affiliates, such equity awards were held by Mr. Gross for the benefit of Lightyear Capital II, LLC ("Lightyear Capital II") and one or more of the reporting persons. Shares of common stock of the Company received upon Mr. Gross's termination of service as a member of the Board of Directors of the Company are held by Lightyear Capital II.

2. Represents shares beneficially owned on the date of this filing.

3. The shares are held directly by Lightyear Fund II, L.P.

4. The shares are held directly by Lightyear Co-Invest Partnership II, L.P. ("Co-Invest"). The general partner of Co-Invest is Lightyear Fund II GP Holdings, LLC ("GP Holdings").

5. The shares are held directly by Mr. Mark F. Vassallo.

6. The general partner of Fund II is Lightyear Fund II GP, L.P., whose general partner is GP Holdings. As previously disclosed, including on a Form 3 filed by Mr. Mark F. Vassallo, on December 31, 2013, Mr. Vassallo and LY Holdings, LLC became beneficial owners of securities of the Company held by (or for the benefit of) Fund II, Co-Invest and Lightyear Capital II when Mr. Vassallo became the managing member of (i) Lightyear Capital the sole member of Lightyear Capital II and (ii) LY Holdings, LLC, which became the managing member of GP Holdings, succeeding, respectively, Mr. Donald B. Marron and an entity controlled by Mr. Marron. As of such date, Mr. Marron may have been deemed to have been the beneficial owner of an additional 148,567 common shares indirectly beneficially owned through Chestnut Venture Holdings, LLC, 11,940 common shares he held directly and 975 common shares indirectly beneficially owned through a limited liability company of which he was the managing member.

7. The stock options described herein have all expired unexercised.

Remarks:

Pursuant to Rule 16a-1 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, if any. 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.

	LIGHTYEAR FUND II, L.P., By: Lightyear Fund II GP, L.P., its general partner, By: Lightyear Fund II GP Holdings, LLC, its general partner, By: /s/ Lori Forlano, Lori Forlano, Vice President	06/14/2016
	DONALD B. MARRON /s/ Donald B. Marron	06/14/2016
	MARK F. VASSALLO /s/ Mark F. Vassallo	06/14/2016
	** Signature of Reporting Person	Date
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