Sec Form 4 Filing - Ulrich Jerry N @ BLACKHAWK NETWORK HOLDINGS, INC - 2013-10-29

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 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 Ulrich Jerry N 2. Issuer Name and Ticker or Trading Symbol BLACKHAWK NETWORK HOLDINGS, INC [ HAWK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO & Chief Admin Officer (Last) (First) (Middle) 5918 STONERIDGE MALL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 10/29/2013 (Street) PLEASANTON, CA94588 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Class A Common Stock 10/29/2013 C( 1 ) 40,000 A 40,000 D Class A Common Stock 10/29/2013 S 40,000 D $ 22.9504 ( 3 ) 0 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Stock Option (Right to Buy) $ 6.63 10/29/2013 M 40,000 ( 4 ) 02/23/2014 Class B Common Stock 40,000 $ 0 0 D Class B Common Stock ( 2 ) 10/29/2013 M 40,000 ( 2 ) ( 2 ) Class A Common Stock 40,000 $ 0 76,725 D Class B Common Stock ( 2 ) 10/29/2013 C( 1 ) 40,000 ( 2 ) ( 2 ) Class A Common Stock 40,000 $ 0 36,725 D Class B Common Stock ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 45,525 45,525 I See Footnote ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ulrich Jerry N 5918 STONERIDGE MALL ROAD PLEASANTON, CA94588 CFO & Chief Admin Officer Signatures /s/ Suzan S. Rowland,as Attorney-in-Fact for Jerry N. Ulrich 10/31/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock at the election of the Reporting Person. ( 2 )Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Class B Common Stock will convert automatically into Class A Common Stock upon the occurrence of a Conversion Event, as such term is defined in section 3(a)(ii) of the Issuer's Amended and Restated Certificate of Incorporation. ( 3 )Transaction executed in multiple trades at prices ranging from $22.81 to $23.02 per share, inclusive. The price reported in column 4 of Table I above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. ( 4 )The shares subject to this option are fully vested and exercisable. ( 5 )The shares are held by The Ulrich Family Trust Dated November 1, 1996 as Amended and Restated in 2011.

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