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