0000899243-16-026405.txt : 20160805
0000899243-16-026405.hdr.sgml : 20160805
20160805143959
ACCESSION NUMBER: 0000899243-16-026405
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160804
FILED AS OF DATE: 20160805
DATE AS OF CHANGE: 20160805
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Higher One Holdings, Inc.
CENTRAL INDEX KEY: 0001486800
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 263025501
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 115 MUNSON STREET
CITY: NEW HAVEN
STATE: CT
ZIP: 06511
BUSINESS PHONE: 2037767776
MAIL ADDRESS:
STREET 1: 115 MUNSON STREET
CITY: NEW HAVEN
STATE: CT
ZIP: 06511
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hartheimer Robert Herman
CENTRAL INDEX KEY: 0001455809
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34779
FILM NUMBER: 161810581
MAIL ADDRESS:
STREET 1: 3232 RITTENHOUSE STREET NW
CITY: WASHINGTON
STATE: DC
ZIP: 20015
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-08-04
1
0001486800
Higher One Holdings, Inc.
ONE
0001455809
Hartheimer Robert Herman
C/O HIGHER ONE HOLDINGS, INC.
115 MUNSON STREET
NEW HAVEN
CT
06511
1
0
0
0
Common Stock
2016-08-04
4
D
0
40090
5.15
D
0
D
Common Stock (right to buy)
3.42
2016-08-04
4
D
0
21273
0.00
D
2025-03-02
Common Stock
21273
0
D
Restricted Stock Units
0.00
2016-08-04
4
D
0
27710
0.00
D
Common Stock
27710
0
D
Pursuant 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.
Pursuant 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.
Pursuant 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.
/s/ Thomas D. Kavanaugh as attorney in fact for Robert Herman Hartheimer
2016-08-04