X0306 4 2016-11-10 0 0001411488 BLACKHAWK NETWORK HOLDINGS, INC HAWK 0001573881 Hoskins Roche L Talbott 6220 STONERIDGE MALL ROAD PLEASANTON CA 94588 1 1 0 0 President and CEO Common Stock 2016-11-10 4 M 0 21250 13.631 A 134654 D Common Stock 2016-11-10 4 S 0 13366 35.164 D 121288 D Employee Stock Option (Right to Buy) 13.631 2016-11-10 4 M 0 21250 0.00 D 2017-03-09 Common Stock 21250 0 D Includes 210 shares acquired under the Blackhawk Network Holdings, Inc. 2013 Employee Stock Purchase Plan on April 29, 2016 and 297 shares acquired under the Blackhawk Network Holdings, Inc. 2013 Employee Stock Purchase Plan on October 31, 2016. Transaction executed in multiple trades at prices ranging from $34.65 to $35.75 per share, inclusive. The price reported in column 4 of Table I above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. 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 Company on each such vesting date. /s/ Yang Liu, Attorney-in-Fact 2016-11-14