Sec Form 4 Filing - Hoskins Roche L Talbott @ BLACKHAWK NETWORK HOLDINGS, INC - 2018-06-15

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 Hoskins Roche L Talbott 2. Issuer Name and Ticker or Trading Symbol BLACKHAWK NETWORK HOLDINGS, INC [ HAWK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 6220 STONERIDGE MALL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 06/15/2018 (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 06/15/2018 M 5,275 ( 1 ) A $ 0 0 ( 1 ) D Common Stock 06/15/2018 M 15,424 ( 1 ) A $ 0 0 ( 1 ) D Common Stock 06/15/2018 D( 2 ) 222,126 D $ 45.25 0 ( 2 ) D Common Stock 06/15/2018 D( 1 ) 36,525 D $ 45.25 0 ( 1 ) D Common Stock 06/15/2018 D( 3 ) 110,497 D 0 ( 3 ) 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 Restricted Stock Units $ 0 06/15/2018 M 5,275 06/15/2018( 1 ) ( 1 ) Common Stock 5,275 ( 1 ) 0 D Restricted Stock Units $ 0 06/15/2018 M 15,424 06/15/2018( 1 ) ( 1 ) Common Stock 15,424 ( 1 ) 0 D Stock Option (Right to Purchase) $ 21.03 06/15/2018 D( 4 ) 22,000 03/14/2016 ( 4 ) Common Stock 22,000 ( 4 ) 0 D Stock Option (Right to Purchase) $ 20 06/15/2018 D( 4 ) 65,000 03/26/2017 ( 4 ) Common Stock 65,000 ( 4 ) 0 D Stock Option (Right to Purchase) $ 26.73 06/15/2018 D( 4 ) 69,100 03/12/2018 ( 4 ) Common Stock 69,100 ( 4 ) 0 D Stock Option (Right to Purchase) $ 39.11 06/15/2018 D( 5 ) 69,000 06/15/2018( 5 ) ( 5 ) Common Stock 69,000 ( 5 ) 0 D Stock Option (Right to Purchase) $ 38.85 06/15/2018 D( 5 ) 97,500 06/15/2018( 5 ) ( 5 ) Common Stock 97,500 ( 5 ) 0 D Stock Appreciation Rights $ 18.49 06/15/2018 D( 6 ) 50,000 03/14/2017 ( 6 ) Common Stock 50,000 ( 6 ) 0 D Performance Stock Units $ 0 06/15/2018 D( 7 ) 15,919 06/15/2018( 7 ) ( 7 ) Common Stock 15,919 ( 7 ) 0 D Performance Stock Units $ 0 06/15/2018 D( 7 ) 43,342 06/15/2018( 7 ) ( 7 ) Common Stock 43,342 ( 7 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hoskins Roche L Talbott 6220 STONERIDGE MALL ROAD PLEASANTON, CA94588 X President and CEO Signatures /s/ KIRSTEN E. RICHESSON, Attorney-in-Fact 06/15/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )At the effective time of the merger contemplated by the agreement and plan of merger, dated as of January 15, 2018, by and among Blackhawk Network Holdings, Inc. (the "Company"), BHN Holdings, Inc. ("Parent") and BHN Merger Sub, Inc. (the "Effective Time"), each outstanding award of restricted stock units granted to Ms. Roche prior to 2018 was cancelled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (i) the total number of shares of common stock of the Company ("Shares") subject to such award immediately prior to the Effective Time by (ii) $45.25, less applicable taxes required to be withheld with respect to such payment. ( 2 )At the Effective Time, each issued and outstanding Share held by Ms. Roche was converted into the right to receive $45.25 in cash, without interest. ( 3 )At the Effective Time, each outstanding award of restricted stock units granted to Ms. Roche in 2018 was cancelled and converted into a restricted stock unit award of Parent with respect to a number of shares of Parent equal to the product obtained by multiplying (i) the number of Shares subject to such restricted stock unit award immediately prior to the Effective Time by (ii) the Exchange Ratio ($45.25 divided by the price per share paid by the equity financing sources to acquire Parent capital stock in connection with the closing). ( 4 )At the Effective Time, each option to purchase Shares was cancelled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (i) the number of Shares subject to such option immediately prior to the Effective Time by (ii) the excess, if any, of $45.25 over the exercise price per Share of such option, less applicable taxes required to be withheld with respect to such payment. ( 5 )At the Effective Time, each option to purchase Shares was exchanged on a pre-tax basis for options to purchase shares of Parent Series B common stock, par value $0.001 per share. ( 6 )At the Effective Time, each stock appreciation right was cancelled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (i) the number of Shares subject to such stock appreciation right immediately prior to the Effective Time by (ii) the excess, if any, of $45.25 over the exercise price per Share of such stock appreciation right, less applicable taxes required to be withheld with respect to such payment. ( 7 )At the Effective Time, each outstanding performance share award was cancelled and converted into an amount in cash equal to the product obtained by multiplying (i) the total number of Shares subject to such performance share award immediately prior to the Effective Time (determined based on actual performance for completed performance periods and target performance for incomplete performance periods) by (ii) $45.25, less applicable taxes required to be withheld with respect to such payment.

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