Sec Form 4 Filing - Richesson Kirsten E @ 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 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) 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 1,712 ( 1 ) A $ 0 0 ( 1 ) D Common Stock 06/15/2018 M 5,000 ( 1 ) A $ 0 0 ( 1 ) D Common Stock 06/15/2018 M 3,974 ( 1 ) A $ 0 0 ( 1 ) D Common Stock 06/15/2018 D( 2 ) 24,315 D $ 45.25 0 ( 2 ) D Common Stock 06/15/2018 D( 1 ) 2,125 D $ 45.25 0 ( 1 ) D Common Stock 06/15/2018 D( 1 ) 9,525 D $ 45.25 0 ( 1 ) D Common Stock 06/15/2018 D( 3 ) 8,839 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 1,712 06/15/2018( 1 ) ( 1 ) Common Stock 1,712 ( 1 ) 0 D Restricted Stock Units $ 0 06/15/2018 M 5,000 06/15/2018( 1 ) ( 1 ) Common Stock 5,000 ( 1 ) 0 D Restricted Stock Units $ 0 06/15/2018 M 3,974 06/15/2018( 1 ) ( 1 ) Common Stock 3,974 ( 1 ) 0 D Stock Option (Right to Purchase) $ 26.73 06/15/2018 D( 4 ) 2,612 03/12/2018 ( 4 ) Common Stock 2,612 ( 4 ) 0 D Stock Option (Right to Purchase) $ 39.11 06/15/2018 D( 4 ) 7,450 06/15/2018( 4 ) ( 4 ) Common Stock 7,450 ( 4 ) 0 D Stock Option (Right to Purchase) $ 38.85 06/15/2018 D( 4 ) 8,350 06/15/2018( 4 ) ( 4 ) Common Stock 8,350 ( 4 ) 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 KIRSTEN E. RICHESSON 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. Richesson 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. Richesson 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. Richesson 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.

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