0001213900-15-007942.txt : 20151027 0001213900-15-007942.hdr.sgml : 20151027 20151026195344 ACCESSION NUMBER: 0001213900-15-007942 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20151027 DATE AS OF CHANGE: 20151026 GROUP MEMBERS: DONALD E. ZILKHA GROUP MEMBERS: SCIENS VENTURES, LLC GROUP MEMBERS: ZILKHA ADVISERS SPECIAL OPPORTUNITIES, LLC GROUP MEMBERS: ZILKHA ADVISERS, LLC GROUP MEMBERS: ZILKHA INVESTMENTS, L.P. GROUP MEMBERS: ZILKHA MANAGEMENT, LLC GROUP MEMBERS: ZILKHA PARTNERS, L.P. GROUP MEMBERS: ZILKHA VENTURE PARTNERS, L.P. SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85896 FILM NUMBER: 151176035 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Zilkha Partners Special Opportunities, L.P. CENTRAL INDEX KEY: 0001656255 IRS NUMBER: 262718988 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET, 37TH FL. CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-333-4255 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET, 37TH FL. CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 sc13d1015a2zilkha_higher.htm AMENDMENT NO.2 TO SCHEDULE 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)

 

Higher One Holdings, Inc.

(Name of Issuer)

 

Common Stock, Par Value $0.001

(Title of Class of Securities)

 

42983D104

(CUSIP Number)

 

Benjamin F. Cirillo

 Zilkha Investments, L.P.

 152 West 57th Street, 37th Fl.

 New York, NY 10019

 (212) 333-4255

 

With copies to:

 David W. Bernstein

Goodwin Procter LLP

620 Eighth Avenue

New York, NY 10018

(212) 813-8808

 

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 October 23, 2015

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

  

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

 

 

 1 
 

 

CUSIP No. 42983D104  

 

1.

NAME OF REPORTING PERSONS

Zilkha Partners Special Opportunities, L.P.

26-2718988

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ☒
(b) ¨

3. SEC USE ONLY
4.

SOURCE OF FUNDS

WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

4,680,426

9.

SOLE DISPOSITIVE POWER

0 

10.

SHARED DISPOSITIVE POWER

4,680,426

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,565,114 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.68%*

14.

TYPE OF REPORTING PERSON (see instructions)

OO

 

* This calculation is based on 47,980,711 shares of Common Stock, par value $.001 per share, outstanding on August 5, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2015.

 

 2 
 

 

CUSIP No. 42983D104  

 

1.

NAME OF REPORTING PERSONS

Zilkha Advisers Special Opportunities, LLC

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒
(b) ¨

3. SEC USE ONLY
4.

SOURCE OF FUNDS

WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

4,680,426

9.

SOLE DISPOSITIVE POWER

0 

10.

SHARED DISPOSITIVE POWER

4,680,426

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,565,114 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)10

13.68%*

14.

TYPE OF REPORTING PERSON

OO

 

* This calculation is based on 47,980,711 shares of Common Stock, par value $.001 per share, outstanding on August 5, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2015.

 

 3 
 

  

CUSIP No. 42983D104  

 

1.

NAME OF REPORTING PERSONS

Zilkha Partners, L.P.

56-2587420

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒
(b) ¨

3. SEC USE ONLY
4.

SOURCE OF FUNDS

WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

1,775,699

9.

SOLE DISPOSITIVE POWER

0 

10.

SHARED DISPOSITIVE POWER

1,775,699

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,565,114

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.68%*

14.

TYPE OF REPORTING PERSON

OO

 

* This calculation is based on 47,980,711 shares of Common Stock, par value $.001 per share, outstanding on August 5, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2015.

 

 4 
 

   

CUSIP No. 42983D104  

 

1.

NAME OF REPORTING PERSONS

Zilkha Advisers, LLC

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒
(b) ¨

3. SEC USE ONLY
4.

SOURCE OF FUNDS

WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

1,775,699

9.

SOLE DISPOSITIVE POWER

0 

10.

SHARED DISPOSITIVE POWER

1,775,699

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,565,114

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.68%*

14.

TYPE OF REPORTING PERSON

OO

 

* This calculation is based on 47,980,711 shares of Common Stock, par value $.001 per share, outstanding on August 5, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2015. 

 

 5 
 

 

CUSIP No. 42983D104  

 

1.

NAME OF REPORTING PERSONS

Zilkha Venture Partners, L.P.

94-3331390

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒
(b) ¨

3. SEC USE ONLY
4.

SOURCE OF FUNDS

WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

108,989

9.

SOLE DISPOSITIVE POWER

0 

10.

SHARED DISPOSITIVE POWER

108,989

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,565,114

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.68%*

14.

TYPE OF REPORTING PERSON

OO

 

* This calculation is based on 47,980,711 shares of Common Stock, par value $.001 per share, outstanding on August 5, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2015.

 

 6 
 

  

CUSIP No. 42983D104  

 

1.

NAME OF REPORTING PERSONS

Sciens Ventures, LLC

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒
(b) ¨

3. SEC USE ONLY
4.

SOURCE OF FUNDS

WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

108,989

9.

SOLE DISPOSITIVE POWER

0 

10.

SHARED DISPOSITIVE POWER

108,989

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,565,114

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.68%*

14.

TYPE OF REPORTING PERSON

OO

 

* This calculation is based on 47,980,711 shares of Common Stock, par value $.001 per share, outstanding on August 5, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2015.

 

 7 
 

 

CUSIP No. 42983D104  

 

1.

NAME OF REPORTING PERSONS

Zilkha Investments, L.P.

41-2207205

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒
(b) ¨

3. SEC USE ONLY
4.

SOURCE OF FUNDS

WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

6,565,114

9.

SOLE DISPOSITIVE POWER

0 

10.

SHARED DISPOSITIVE POWER

6,565,114

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,565,114

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.68%*

14.

TYPE OF REPORTING PERSON

OO

 

* This calculation is based on 47,980,711 shares of Common Stock, par value $.001 per share, outstanding on August 5, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2015.

 

 8 
 

 

CUSIP No. 42983D104  

 

1.

NAME OF REPORTING PERSONS

Zilkha Management, LLC

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒
(b) ¨

3. SEC USE ONLY
4.

SOURCE OF FUNDS

WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

6,565,114

9.

SOLE DISPOSITIVE POWER

0 

10.

SHARED DISPOSITIVE POWER

6,565,114

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,565,114

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.68%*

14.

TYPE OF REPORTING PERSON

OO

 

* This calculation is based on 47,980,711 shares of Common Stock, par value $.001 per share, outstanding on August 5, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2015.

 

 9 
 

 

CUSIP No. 42983D104  

 

1.

NAME OF REPORTING PERSONS

Donald E. Zilkha

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒
(b) ¨

3. SEC USE ONLY
4.

SOURCE OF FUNDS

WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

6,565,114

9.

SOLE DISPOSITIVE POWER

0 

10.

SHARED DISPOSITIVE POWER

6,565,114

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,565,114

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.68%*

14.

TYPE OF REPORTING PERSON

IN

 

* This calculation is based on 47,980,711 shares of Common Stock, par value $.001 per share, outstanding on August 5, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2015.

 

 10 
 

 

This Amendment No. 2 (this “Amendment”) amends and supplements the statement on Schedule 13D (the “Original Schedule 13D”) that was filed on August 17, 2015, and amended on October 8, 2015 (“Amendment No. 1”), by Zilkha Partners Special Opportunities, L.P. (“ZPSO”), Zilkha Advisers Special Opportunities, LLC, Zilkha Partners, L.P. (“ZP”), Zilkha Advisers, LLC, Zilkha Venture Partners, L.P., Sciens Ventures, LLC, Zilkha Investments, L.P. (“ZI”), Zilkha Management, LLC and Donald E. Zilkha (together “Zilkha”) relating to the Issuer’s common stock, par value $0.001 per share (“Common Stock). The Original Schedule 13D, as amended by Amendment No. 1 and by this Amendment, is referred to as “the Schedule 13D.” 

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

Item 3 of the Schedule 13D is amended and supplemented by adding the following information:

 

The funds for the purchase of the shares of Common Stock that were purchased between October 16, 2015, and October 26, 2015, came from the working capital of the Reporting Persons. No borrowed funds were used to purchase the shares of Common Stock. 

 

ITEM 5.

 

INTEREST IN SECURITIES OF THE ISSUER

 

Item 5(c) of the Schedule 13D is amended and supplemented by adding the following information:

 

Between October 16, 2015, and October 26, 2015, Zilkha acquired a total of 1,330,622 shares of Common Stock, increasing its ownership to 6,565,114 shares of Common Stock, which is equal to 13.68% of the outstanding Common Stock (based on 47,980,711 shares of Common Stock outstanding on August 5, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2015). Information about those purchases is included in Exhibit 99.1 and is incorporated by reference into this Item 5(c).

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

 

Exhibit 99.1 Trading data.  

 

 11 
 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. 

 

  10/26/2015
  Date

 

  ZILKHA PARTNERS SPECIAL OPPORTUNITIES, L.P.
  By: Zilkha Advisers Special Opportunities, LLC, its General Partner
     
  By: /s/ Donald E. Zilkha
    Donald E. Zilkha
    Managing Member
     
  ZILKHA ADVISERS SPECIAL OPPORTUNITIES, LLC
     
  By: /s/ Donald E. Zilkha
    Donald E. Zilkha
    Managing Member
     
  ZILKHA PARTNERS, L.P.
  By: Zilkha Advisers, LLC, its General Partner
     
  By: /s/ Donald E. Zilkha
    Donald E. Zilkha
    Managing Member
     
  ZILKHA ADVISERS, LLC
     
  By: /s/ Donald E. Zilkha
    Donald E. Zilkha
    Managing Member
     
  ZILKHA VENTURE PARTNERS, L.P.
  By: Sciens Ventures, LLC, its General Partner
     
  By: /s/ Donald E. Zilkha
    Donald E. Zilkha
    Managing Member
     
  SCIENS VENTURES, LLC
     
  By: /s/ Donald E. Zilkha
    Donald E. Zilkha
    Managing Member

 

 12 
 

 

  ZILKHA INVESTMENTS, L.P.
  By: Zilkha Management, LLC, its General Partner
     
  By: /s/ Donald E. Zilkha
    Donald E. Zilkha
    Managing Member
     
  ZILKHA MANAGEMENT, LLC
     
  By: /s/ Donald E. Zilkha
    Donald E. Zilkha
    Managing Member

 

  /s/ Donald E. Zilkha
  Donald E. Zilkha

 

 13 
 

 

EXHIBIT INDEX

 

Exhibit   Description
     
99.1   Trading Data

 

 

14

 
 EX-99.1 2 sc13d1015a2ex99izilkha_high.htm TRADING DATA.

Exhibit 99.1

 

Zilkha Partners, L.P.

 

Trade Date  Quantity   Unit Cost   Trade Amount 
10/16/2015    3,400    2.09   $7,113 
10/19/2015   10,500    2.08   $21,859 

 

Zilkha Partners Special Opportunities, L.P.

 

Trade Date   Quantity   Unit Cost   Trade Amount 
10/23/2015   756,722    2.60   $1,967,477 
                
10/26/2015   560,000    3.00   $1,680,000