X0304 4 2011-12-06 0 0001486800 Higher One Holdings, Inc. ONE 0001494213 HATTON DEAN C/O HIGHER ONE HOLDINGS, INC. 25 SCIENCE PARK NEW HAVEN CT 06511 1 1 0 0 President and CEO Common Stock 2011-12-06 4 M 0 13981 .20 A 79452 D Common Stock 2011-12-06 4 S 0 13981 20.01 D 65471 D Common Stock 2011-12-07 4 M 0 71696 .2 A 137167 D Common Stock 2011-12-07 4 S 0 71696 19.19 D 65471 D Common Stock 2011-12-07 4 M 0 8000 .20 A 73471 D Common Stock 2011-12-07 4 S 0 8000 19.80 D 65471 D Common Stock 300000 I by the Dean W. Hatton GRAT Stock Option (Right to Buy) .2 2011-12-06 4 M 0 13981 0 D 2005-03-18 2012-03-26 Common Stock 13981 270653 D Stock Option (Right to Buy) .2 2011-12-07 4 M 0 79696 0 D 2005-03-18 2012-03-26 Common Stock 79696 190957 D The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 7, 2011. The price represents the weighted average sale price of multiple transactions on the reported date at prices between $20.00 and $20.08. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the issuer, or a security holder of the issuer. The price represents the weighted average sale price of multiple transactions on the reported date at prices between $18.72 and $19.71. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the issuer, or a security holder of the issuer. The price represents the weighted average sale price of multiple transactions on the reported date at prices between $19.73 and $19.90. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the issuer, or a security holder of the issuer. s/ Thomas D. Kavanaugh as attorney-in-fact for Dean Hatton 2011-12-08