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