0001209191-18-038091.txt : 20180615 0001209191-18-038091.hdr.sgml : 20180615 20180615164337 ACCESSION NUMBER: 0001209191-18-038091 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180615 FILED AS OF DATE: 20180615 DATE AS OF CHANGE: 20180615 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TAUSCHER WILLIAM Y CENTRAL INDEX KEY: 0001034052 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35882 FILM NUMBER: 18902707 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BLACKHAWK NETWORK HOLDINGS, INC CENTRAL INDEX KEY: 0001411488 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 432099257 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6220 STONERIDGE MALL ROAD CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 925-226-9990 MAIL ADDRESS: STREET 1: 6220 STONERIDGE MALL ROAD CITY: PLEASANTON STATE: CA ZIP: 94588 FORMER COMPANY: FORMER CONFORMED NAME: BLACKHAWK NETWORK HOLDINGS INC DATE OF NAME CHANGE: 20070904 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-06-15 1 0001411488 BLACKHAWK NETWORK HOLDINGS, INC HAWK 0001034052 TAUSCHER WILLIAM Y 6220 STONERIDGE MALL ROAD PLEASANTON CA 94588 1 1 0 0 Executive Chairman Common Stock 2018-06-15 4 M 0 12625 0.00 A 0 D Common Stock 2018-06-15 4 M 0 15424 0.00 A 0 D Common Stock 2018-06-15 4 D 0 307418 45.25 D 0 D Common Stock 2018-06-15 4 D 0 17775 45.25 D 0 D Restricted Stock Units 0.00 2018-06-15 4 M 0 12625 D 2018-06-15 Common Stock 12625 0 D Restricted Stock Units 0.00 2018-06-15 4 M 0 15424 D 2018-06-15 Common Stock 15424 0 D Stock Option (Right to Purchase) 20.00 2018-06-15 4 D 0 162500 D 2017-03-11 Common Stock 162500 0 D Stock Option (Right to Purchase) 26.73 2018-06-15 4 D 0 115550 D 2018-03-12 Common Stock 115550 0 D Stock Option (Right to Purchase) 39.11 2018-06-15 4 D 0 165150 D 2018-06-15 Common Stock 165150 0 D Stock Option (Right to Purchase) 38.85 2018-06-15 4 D 0 97500 D 2018-06-15 Common Stock 97500 0 D Stock Appreciation Rights 18.49 2018-06-15 4 D 0 100000 D 2017-03-14 Common Stock 100000 0 D Performance Stock Units 0.00 2018-06-15 4 D 0 15919 D 2018-06-15 Common Stock 15919 0 D Performance Stock Units 0.00 2018-06-15 4 D 0 21093 D 2018-06-15 Common Stock 21093 0 D 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 Mr. Tauscher 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. At the Effective Time, each issued and outstanding Share held by Mr. Tauscher was converted into the right to receive $45.25 in cash, without interest. 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. 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. 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. 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. KIRSTEN E. RICHESSON, Attorney-in-fact 2018-06-15