Thomas D Kavanaugh Form 3 Higher One / Thomas D Kavanaugh ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Kavanaugh Thomas D

(Last) (First) (Middle)

C/O HIGHER ONE HOLDINGS, INC.

115 MUNSON STREET

(Street)

NEW HAVEN CT 06511

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/03/2015

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, Gen Counsel & Secretary

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	131,567(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock (Right To Buy)	03/16/2014	03/19/2019	Common Stock	15,000	4.59	D
Common Stock (Right To Buy)	11/06/2014	11/06/2019	Common Stock	60,000	5.67	D
Common Stock (Right to Buy)	03/26/2015	03/26/2020	Common Stock	15,000	13.94	D
Common Stock (Right To Buy)	(2)	02/10/2022	Common Stock	10,000	15.28	D
Common Stock (Right To Buy)	(3)	02/15/2023	Common Stock	35,000	10.52	D

Explanation of Responses:

1. Includes restricted stock units granted by the issuer. Each restricted stock unit represents the right to receive one common share at the time of vesting. 29,282 restricted stock units will vest on March 2, 2016, 29,283 on March 2, 2017, 33,376 on March 31, 2016 and 33,376 on March 31, 2017.

2. Reflects stock option award that vests on a monthly pro rated basis over five years following the grant date.

3. Reflects stock option award that vests on a monthly pro rated basis over five years following the grant date.

	/s/ Thomas D. Kavanaugh	06/12/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.