higherone-sch13ga_17070.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

______________
 
 
SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 
HIGHER ONE HOLDINGS, INC.
(Name of Issuer)

 
Common Stock, $.001 par value
(Title of Class of Securities)
 
 
42983D104
(CUSIP Number)


March 4, 2011
(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

oRule 13d-1(b)
oRule 13d-1(c)
xRule 13d-1(d)
 
*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 the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
  CUSIP No.    42983D104
 
13G
Page 2 of 9
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
North Hill Ventures II, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF
5
SOLE VOTING POWER
 
-0-
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
30,000
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
-0-
WITH:
8
SHARED DISPOSITIVE POWER
 
30,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
30,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
*0.1%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
*Reporting Person beneficially owns less than *0.1%.
 
 
 
 
 
  CUSIP No.    42983D104
 
13G
Page 3 of 9
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
North Hill Ventures GP II, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF
5
SOLE VOTING POWER
 
-0-
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
30,000
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
-0-
WITH:
8
SHARED DISPOSITIVE POWER
 
30,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
*0.1%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
*Reporting Person beneficially owns less than *0.1%.
 
 
 
 
 
  CUSIP No.    42983D104
 
13G
Page 4 of 9
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Shamez Kanji
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
 
NUMBER OF
5
SOLE VOTING POWER
 
218,782
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
30,000
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
218,782
WITH:
8
SHARED DISPOSITIVE POWER
 
30,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
248,782
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.4%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
 
 
  CUSIP No.    42983D104
 
13G
Page 5 of 9
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Brett Rome
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
 
NUMBER OF
5
SOLE VOTING POWER
 
183,765
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
30,000
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
183,765
WITH:
8
SHARED DISPOSITIVE POWER
 
30,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
213,765
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.4%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
 
 
  CUSIP No.    42983D104
 
13G
Page 6 of 9


Item 1(a).
Name of Issuer:

Higher One Holdings, Inc. (the “Issuer”)
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:

25 Science Park, New Haven, Connecticut 06511

Item 2(a).
Name of Person Filing:
 
This statement is being filed by the following persons with respect to the shares of common stock (“Common Stock”) of the Issuer directly owned by North Hill Ventures II, L.P., a Delaware limited partnership (“North Hill”):

 
(i) 
North Hill Ventures GP II, LLC, a Delaware limited liability company (“North Hill GP”) and the General Partner of North Hill;

 
(ii) 
Shamez Kanji, a Managing Member of North Hill GP; and

 
(iii) 
Brett Rome, a Managing Member of North Hill GP.
 
North Hill, North Hill GP, Mr. Kanji and Mr. Rome are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 2(b).
Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons:

c/o North Hill Ventures
Ten Post Office Square
11th Floor
Boston, MA 02109

Item 2(c).
Citizenship:

Fund — Delaware
GP Fund  — Delaware
Mr. Kanji — United States
Mr. Rome — United States

Item 2(d).
Title of Class of Securities:
 
Common Stock, par value $0.001 per share (the “Common Stock”)
 
 
 
  CUSIP No.    42983D104
 
13G
Page 7 of 9

Item 2(e).
CUSIP Number:
 
42983D104
 
Item 3.
Not Applicable.

Item 4.
Ownership.

For North Hill and North Hill GP:

 
(a) 
Amount beneficially owned:  --0-- shares of Common Stock

 
(b) 
Percent of class:  *0.0% (*Reporting Person beneficially owns less than 0.1%.)

 
(c) 
Number of shares as to which such person has:

 
(i) 
Sole power to vote or to direct the vote:  --0--

 
(ii) 
Shared power to vote or to direct the vote:  30,000

 
(iii) 
Sole power to dispose or to direct the disposition of:  --0--

 
(iv) 
Shared power to dispose or to direct the disposition of:  30,000

For Mr. Kanji

 
(a) 
Amount beneficially owned:  248,782 shares of Common Stock

 
(b) 
Percent of class:  0.4%

 
(c) 
Number of shares as to which such person has:

 
(i) 
Sole power to vote or to direct the vote:  218,782

 
(ii) 
Shared power to vote or to direct the vote:  30,000

 
(iii) 
Sole power to dispose or to direct the disposition of:  218,782

 
(iv) 
Shared power to dispose or to direct the disposition of:  30,000-
 
For Mr. Rome:

 
(a) 
Amount beneficially owned:  213,765 shares of Common Stock

 
(b) 
Percent of class:  0.4%

 
(c) 
Number of shares as to which such person has:
 
 
 
 
 
 
  CUSIP No.    42983D104
 
13G
Page 8 of 9
 
 
(i) 
Sole power to vote or to direct the vote:  183,765

 
(ii) 
Shared power to vote or to direct the vote:  30,000

 
(iii) 
Sole power to dispose or to direct the disposition of:  183,765

 
(iv) 
Shared power to dispose or to direct the disposition of:  30,000
 
Item 5.
Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial ownership of more than five percent of the class of securities, check the following x.

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8.
Identification and Classification of Members of the Group.

Not applicable.

Item 9.
Notice of Dissolution of Group.

Not applicable.

Item 10.
Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
  CUSIP No.    42983D104
 
13G
Page 9 of 9


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 14, 2011

 
North Hill Ventures GP II, LLC
   
 
By:  /s/ Shamez Kanji
 
Name:  Shamez Kanji
 
Title:  Managing Member
   
 
North Hill Ventures II, L.P.
   
 
By:  /s/ Shamez Kanji
 
Name:  Shamez Kanji
 
Title:  Managing Member
   
   
 
  /s/ Shamez Kanji
 
Name:  Shamez Kanji
   
   
   
 
  /s/ Brett Rome
 
Name:  Brett Rome