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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| 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) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LIGHTYEAR FUND II, L.P. 9 WEST 57TH STREET, 31ST FLOOR NEW YORK, NY 10019 |
X | |||
| MARRON DONALD B 9 WEST 57TH STREET, 31ST FLOOR NEW YORK, NY 10019 |
X | |||
| Vassallo Mark F C/O LIGHTYEAR CAPITAL 9 WEST 57TH STREET, 31ST FLOOR NEW YORK, NY 10019 |
X | |||
| 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 | |
| **Signature of Reporting Person | Date | |
| DONALD B. MARRON /s/ Donald B. Marron | 06/14/2016 | |
| **Signature of Reporting Person | Date | |
| MARK F. VASSALLO /s/ Mark F. Vassallo | 06/14/2016 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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). |
| (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. | |