X0306 4 2016-08-04 1 0001486800 Higher One Holdings, Inc. ONE 0001209798 WOLF CHRISTOPHER W C/O HIGHER ONE HOLDINGS, INC. 115 MUNSON STREET NEW HAVEN CT 06511 0 1 0 0 Chief Financial Officer Common Stock 2016-08-04 4 U 0 141917 5.15 D 0 D Common Stock 2016-08-04 4 D 0 12500 5.15 D 0 D Common Stock 2016-08-04 4 D 0 116096 5.15 D 0 D Restricted Stock Units 0.00 2016-08-04 4 D 0 120481 0.00 D Common Stock 120481 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 restricted share of Higher One common stock (each, a "Restricted Share") 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 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 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 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 Christopher Wolf 2016-08-04