X0206 3 2013-12-04 0 0001411488 BLACKHAWK NETWORK HOLDINGS, INC HAWK 0001593933 TATE DAVID C 6220 STONERIDGE MALL RD PLEASANTON CA 94588 0 1 0 0 SVP, Products and Marketing Class A Common Stock 27288 D Class B Common Stock 0.00 Class A Common Stock 2371 D Stock Option (Right to Buy) 9.15 2016-05-05 Class B Common Stock 1000 D Stock Option (Right to Buy) 12.27 2016-08-24 Class B Common Stock 1000 D Stock Option (Right to Buy) 13.63 2017-03-09 Class B Common Stock 3800 D Stock Option (Right to Buy) 21.03 2018-10-18 Class B Common Stock 7500 D Stock Option (Right to Buy) 20.00 2020-03-26 Class B Common Stock 27500 D Stock Appreciation Rights 18.49 2019-05-14 Class B Common Stock 22500 D Includes 15,000 unvested Restricted Stock Awards, which vest pursuant to the following schedule: Twenty-Five Percent (25%) of the shares subject to the award vest on each of the first, second, third, and fourth anniversary of June 3, 2013, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Class B Common Stock will convert automatically into Class A Common Stock upon the occurrence of a Conversion Event, as such term is defined in section 3(a)(ii) of the Issuer's Amended and Restated Certificate of Incorporation. 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 May 5, 2009, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date. 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 August 24, 2009, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date. 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. 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. The shares vest pursuant to the following schedule: Twenty-Five Percent (25%) of the shares subject to the option vest on each of the first, second, third, and fourth anniversary of March 26, 2013, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date. 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. /s/ Suzan S. Rowland, as Attorney-in-Fact for David C. Tate 2013-12-13