Sec Form 4 Filing - Durant David E @ BLACKHAWK NETWORK HOLDINGS, INC - 2014-10-14

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 Durant David 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) Secretary and General Counsel (Last) (First) (Middle) 6220 STONERIDGE MALL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 10/14/2014 (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 B Common Stock 10/14/2014 M 2,000 A $ 6.631 8,487 D Class B Common Stock 10/14/2014 M 1,900 A $ 13.63 10,387 D Class B Common Stock 10/14/2014 M 2,053 A $ 19.86 12,440 D Class B Common Stock 10/14/2014 M 7,000 A $ 21.03 19,440 D Class B Common Stock 10/14/2014 S 12,953 D $ 34.25 6,487 ( 1 ) 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 A mount 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) $ 6.631 10/14/2014 M 2,000 ( 2 ) 04/25/2015 Class B Common Stock 2,000 $ 0 0 D Stock Option (Right to Buy) $ 13.63 10/14/2014 M 1,900 ( 3 ) 03/09/2017 Class B Common Stock 1,900 $ 0 3,800 D Stock Appreciation Rights $ 19.86 10/14/2014 M 2,053 ( 4 ) 05/14/2019 Class B Common Stock 2,053 $ 0 18,000 D Stock Option (Right to Buy) $ 21.03 10/14/2014 M 7,000 ( 5 ) 10/18/2018 Class B Common Stock 7,000 $ 0 10,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Durant David E 6220 STONERIDGE MALL ROAD PLEASANTON, CA94588 Secretary and General Counsel Signatures /s/ Suzan S. Rowland, Attorney-in-Fact for David E. Durant 10/16/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 443 shares acquired pursuant to the special common stock dividend distribution by Safeway Inc. on April 14, 2014. The distribution ratio for the special stock dividend was 0.164291 of a share of Class B Stock for every share of Safeway common stock held as of the close of business on April 3, 2014. ( 2 )The shares subject to this option are fully vested and exercisable. ( 3 )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 March 9, 2010, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date. ( 4 )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 March 14, 2012, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date. ( 5 )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 March 14, 2011, 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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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