X0306 4 2016-08-04 1 0001486800 Higher One Holdings, Inc. ONE 0001493941 MCGUANE CASEY C/O HIGHER ONE HOLDINGS, INC. 115 MUNSON STREET NEW HAVEN CT 06511 0 0 0 1 Former Chief Operating Officer Common Stock 2016-08-04 4 U 0 112831 5.15 D 0 D Common Stock 2016-08-04 4 D 0 70957 5.15 D 0 D Common Stock (right to buy) 2.67 2016-08-04 4 D 0 90000 0.00 D 2017-12-07 Common Stock 90000 0 D Common Stock (right to buy) 4.59 2016-08-04 4 D 0 24000 0.00 D 2018-09-25 Common Stock 24000 0 D Common Stock (right to buy) 4.59 2016-08-04 4 D 0 51000 0.00 D 2018-09-25 Common Stock 51000 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. ("Merger Sub") and Winchester Acquisition Corporation ("Parent"), Merger Sub purchased each share of Higher One common stock, par value $0.001 (each, a "Share"), tendered and accepted for payment in the Offer (as defined in the Merger Agreement) at a price per share of $5.15 (the "Offer Price"), net to the seller in cash, without interest thereon and less any required withholding taxes. Pursuant to the Merger Agreement, 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 the Offer Price (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 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. /s/ Thomas D. Kavanaugh as attorney in fact for Casey McGuane 2016-08-04