Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Kavanaugh Thomas D
 2. Date of Event Requiring Statement (Month/Day/Year)
06/03/2015		 3. Issuer Name and Ticker or Trading Symbol
Higher One Holdings, Inc. [ONE]
(Last)
(First)
(Middle)
C/O HIGHER ONE HOLDINGS, INC., 115 MUNSON STREET		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Gen Counsel & Secretary
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW HAVEN, CT 06511		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 131,567 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock (Right To Buy) 03/16/2014 03/19/2019 Common Stock 15,000 $ 4.59 D  
Common Stock (Right To Buy) 11/06/2014 11/06/2019 Common Stock 60,000 $ 5.67 D  
Common Stock (Right to Buy) 03/26/2015 03/26/2020 Common Stock 15,000 $ 13.94 D  
Common Stock (Right To Buy)   (2) 02/10/2022 Common Stock 10,000 $ 15.28 D  
Common Stock (Right To Buy)   (3) 02/15/2023 Common Stock 35,000 $ 10.52 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kavanaugh Thomas D
C/O HIGHER ONE HOLDINGS, INC.
115 MUNSON STREET
NEW HAVEN, CT 06511		       VP, Gen Counsel & Secretary  

Signatures

/s/ Thomas D. Kavanaugh 06/12/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Includes restricted stock units granted by the issuer. Each restricted stock unit represents the right to receive one common share at the time of vesting. 29,282 restricted stock units will vest on March 2, 2016, 29,283 on March 2, 2017, 33,376 on March 31, 2016 and 33,376 on March 31, 2017.
(2) Reflects stock option award that vests on a monthly pro rated basis over five years following the grant date.
(3) Reflects stock option award that vests on a monthly pro rated basis over five years following the grant date.

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