Sec Form 4 Filing - Richesson Kirsten E @ BLACKHAWK NETWORK HOLDINGS, INC - 2017-05-03

Insider filing report for Changes in Beneficial Ownership
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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
Richesson Kirsten E
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)
General Counsel and Secretary
(Last) (First) (Middle)
6220 STONERIDGE MALL ROAD
3. Date of Earliest Transaction (MM/DD/YY)
05/03/2017
(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
Common Stock 05/03/2017 M 1,500 A $ 21.031 26,136 D
Common Stock 05/03/2017 M 8,750 A $ 20 34,886 D
Common Stock 05/03/2017 M 5,225 A $ 26.73 40,111 D
Common Stock 05/03/2017 S 15,475 D $ 41 24,636 D
Common Stock 05/03/2017 M 6,000 A $ 18.491 30,636 D
Common Stock 05/03/2017 F 2,663 D $ 41 27,973 D
Common Stock 05/03/2017 S 3,337 D $ 41 24,636 D
Common Stock 05/03/2017 S 2,967 D $ 41 21,669 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
Employee Stock Option (Right to Buy) $ 21.031 05/03/2017 M 1,500 ( 1 ) 10/18/2018 Common Stock 1,500 $ 0 0 D
Employee Stock Option (Right to Buy) $ 20 05/03/2017 M 8,750 ( 2 ) 03/26/2020 Common Stock 8,750 $ 0 0 D
Employee Stock Option (Right to Buy) $ 26.73 05/03/2017 M 5,225 ( 3 ) 03/12/2021 Common Stock 5,225 $ 0 2,612 D
Stock Appreciation Rights $ 18.491 05/03/2017 M 6,000 ( 4 ) 05/14/2019 Common Stock 6,000 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Richesson Kirsten E
6220 STONERIDGE MALL ROAD
PLEASANTON, CA94588
General Counsel and Secretary
Signatures
/s/ Sheldon Quan, Attorney-In-Fact 05/05/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares vest pursuant to the following schedule: Twenty Percent (20%) of the shares subject to the option vest on each of the first, second, third, fourth and fifth anniversary of October 18, 2011, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
( 2 )The shares vest pursuant to the following schedule: Twenty-Five Percent (25%) of the shares subject to the option vest on each of the first, second, third, and fourth anniversary of March 26, 2013, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
( 3 )The shares vest pursuant to the following schedule: Twenty-Five Percent (25%) of the shares subject to the option vest on each of the first, second, third, and fourth anniversary of March 12, 2014, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
( 4 )The stock appreciation rights (SAR) vest pursuant to the following schedule: Twenty Percent (20%) of the shares subject to the SAR vest on each of the first, second, third, fourth and fifth anniversary of March 14, 2012, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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