FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Lightyear Fund II GP, L.P.   2. Issuer Name and Ticker or Trading Symbol Higher One Holdings, Inc. [ONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 9 WEST 57TH STREET, 31ST FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 02/27/2013 (Street) NEW YORK, NY 10019 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/27/2013   J(1)   231,921 (1) D $ 0 0 I See footnotes (1) (6) Common Stock 02/27/2013   J(2)   232,345 (2) D $ 0 0 I See footnotes (2) (6) Common Stock 02/27/2013   J(3)   8,285 (3) D $ 0 0 I See footnotes (3) (6) Common Stock               8,554,863 I See footnotes (4) (6) Common Stock               45,013 I See footnotes (5) (6)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Lightyear Fund II GP, L.P. 9 WEST 57TH STREET, 31ST FLOOR NEW YORK, NY 10019		X
Lightyear Fund II GP Holdings, LLC 9 WEST 57TH STREET, 31ST FLOOR NEW YORK, NY 10019		X
MARRON & ASSOCIATES LLC 9 WEST 57TH STREET, 31ST FLOOR NEW YORK, NY 10019		X

Signatures

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		03/01/2013
**Signature of Reporting Person		Date
LIGHTYEAR FUND II GP HOLDINGS, LLC, By: Marron & Associates, LLC, By: /s/ Timothy J. Kacani, Name: Timothy J. Kacani, Title: Authorized Signatory		03/01/2013
**Signature of Reporting Person		Date
MARRON & ASSOCIATES, LLC, By: /s/ Timothy J. Kacani, Name: Timothy J. Kacani, Title: Vice President		03/01/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents a distribution by Lightyear Fund II GP, L.P. of shares of common stock of Higher One Holdings, Inc. ("Common Stock") to the partners of Lightyear Fund II GP, L.P. These shares of Common Stock were received by Lightyear Fund II GP, L.P. in a distribution from Lightyear Fund II, L.P. to its partners on February 20, 2013.
(2)	Represents a distribution by Lightyear Fund II GP Holdings, LLC of shares of Common Stock to its members. These shares of Common Stock were received by Lightyear Fund II GP Holdings, LLC in the distribution described in footnote 1 above and a distribution by Lightyear Co-Invest Partnership II, L.P. to its partners on February 20, 2013.
(3)	Represents a distribution by Marron & Associates, LLC of shares of Common Stock to its member. These shares of Common Stock were received by Marron & Associates, LLC in the distribution described in footnote 2 above.
(4)	These shares of Common Stock are held by Lightyear Fund II, L.P.
(5)	These shares of Common Stock are held by Lightyear Co-Invest Partnership II, L.P.
(6)	The general partner of Lightyear Fund II, L.P. is Lightyear Fund II GP, L.P. Lightyear Fund II GP Holdings, LLC is the general partner of Lightyear Fund II GP, L.P. and Lightyear Co-Invest Partnership II, L.P. 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.
Remarks: 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 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.

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