X0306 4 2012-11-05 0 0001486800 Higher One Holdings, Inc. ONE 0001401516 LIGHTYEAR FUND II LP 9 WEST 57TH STREET, 31ST FLOOR NEW YORK NY 10019 0 0 1 0 0001478800 Lightyear Fund II GP, L.P. 9 WEST 57TH STREET, 31ST FLOOR NEW YORK NY 10019 0 0 1 0 0001478799 Lightyear Fund II GP Holdings, LLC 9 WEST 57TH STREET, 31ST FLOOR NEW YORK NY 10019 0 0 1 0 0001277195 MARRON & ASSOCIATES LLC 9 WEST 57TH STREET, 31ST FLOOR NEW YORK NY 10019 0 0 1 0 0001494519 Chestnut Venture Holdings, LLC 9 WEST 57TH STREET, 31ST FLOOR NEW YORK NY 10019 0 0 1 0 0001026921 MARRON DONALD B 9 WEST 57TH STREET, 31ST FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock 2012-11-05 4 S 0 18992 12.41 D 13561617 D Common Stock 2012-11-05 4 S 0 95 12.41 D 70173 I See Footnote Common Stock 2012-11-06 4 S 0 31754 12.17 D 13529863 D Common Stock 2012-11-06 4 S 0 160 12.17 D 70013 I See Footnote Sales made pursuant to a Rule 10b5-1 plan. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.35 to $12.48, inclusive. The reporting persons undertake to provide to Higher One Holdings, Inc., any security holder of Higher One Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (3) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.09 to $12.35, inclusive. The shares are held directly by Lightyear Fund II, L.P. The general partner of Lightyear Fund II, L.P. is Lightyear Fund II GP, L.P. The general partner of Lightyear Fund II GP, L.P. is Lightyear Fund II GP Holdings, LLC. The managing member of Lightyear Fund II GP Holdings, LLC is Marron & Associates, LLC. The sole member of Marron & Associates, LLC is Chestnut Venture Holdings, LLC. The managing member of Chestnut Venture Holdings, LLC is Mr. Donald B. Marron. The shares are held directly by Lightyear Co-Invest Partnership II, L.P. The general partner of Lightyear Co-Invest Partnership II, L.P. is Lightyear Fund II GP Holdings, LLC. Pursuant to Rule 16a-1(a)(2)(ii)(B) 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. 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. 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/ Timothy J. Kacani, Name: Timothy J. Kacani, Title: Authorized Signatory 2012-11-07 LIGHTYEAR FUND II GP, L.P., By: Lightyear Fund II GP Holdings, LLC, its general partner, By: /s/ Timothy J. Kacani, Name: Timothy J. Kacani, Title: Authorized Signatory 2012-11-07 LIGHTYEAR FUND II GP HOLDINGS, LLC, By: Marron & Associates, LLC, By: /s/ Timothy J. Kacani, Name: Timothy J. Kacani, Title: Authorized Signatory 2012-11-07 MARRON & ASSOCIATES, LLC, By: /s/ Timothy J. Kacani, Name: Timothy J. Kacani, Title: Vice President 2012-11-07 CHESTNUT VENTURE HOLDINGS, LLC, By: /s/ Timothy J. Kacani, Name: Timothy J. Kacani, Title: Vice President 2012-11-07 DONALD B. MARRON, /s/ Timothy J. Kacani, By: Timothy J. Kacani, Attorney-in-Fact 2012-11-07