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 *
  LASATER MILES
2. Date of Event Requiring Statement (Month/Day/Year)
06/16/2010
3. Issuer Name and Ticker or Trading Symbol
Higher One Holdings, Inc. [ONE]
(Last)
(First)
(Middle)
C/O HIGHER ONE HOLDINGS, INC., 25 SCIENCE PARK
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operations Officer
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 2,050,836
D
 
Common Stock 300,000
I
By Miles Hanson Lasater 2009 GRAT

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
Stock Option (Right to buy) 03/03/2007 03/02/2014 Common Stock 75,000 $ 0.29 D  
Stock Option (Right to buy) 01/17/2009 01/16/2016 Common Stock 75,000 $ 0.67 D  
Stock Option (Right to buy) 01/23/2010 01/22/2017 Common Stock 75,000 $ 1.34 D  
Stock Option (Right to buy) 12/07/2010 12/06/2017 Common Stock 68,226 $ 2.67 D  
Stock Option (Right to buy) 12/07/2009 12/06/2017 Common Stock 6,774 $ 2.67 D  
Stock Option (Right to buy)   (1) 09/24/2018 Common Stock 375,000 $ 4.59 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LASATER MILES
C/O HIGHER ONE HOLDINGS, INC.
25 SCIENCE PARK
NEW HAVEN, CT 06511
      Chief Operations Officer  

Signatures

/s/ Thomas D. Kavanaugh as attorney-in-fact for Miles Lasater 06/15/2010
**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) This option vests at a rate of 25% on 9/25/2009, and in 36 equal monthly installments over the following three years, so that it will be fully vested after 9/25/2013.

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