SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Brown Gregory Scott

(Last) (First) (Middle)
C/O BLACKHAWK NETWORK HOLDINGS, INC.
6220 STONERIDGE MALL ROAD

(Street)
PLEASANTON CA 94588

(City) (State) (Zip)
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)
SVP, International
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 4,050(1) A $0.00 0(1) D
Common Stock 06/15/2018 M 1,774(1) A $0.00 0(1) D
Common Stock 06/15/2018 M 2,050(1) A $0.00 0(1) D
Common Stock 06/15/2018 M 4,012(1) A $0.00 0(1) D
Common Stock 06/15/2018 M 26,250(1) A $0.00 0(1) D
Common Stock 06/15/2018 D(2) 48,018 D $45.25 0(2) D
Common Stock 06/15/2018 D(3) 30,000 D (3) 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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 $0.00 06/15/2018 M 4,050 06/15/2018(1) (1) Common Stock 4,050 (1) 0 D
Restricted Stock Units $0.00 06/15/2018 M 1,774 06/15/2018(1) (1) Common Stock 1,774 (1) 0 D
Restricted Stock Units $0.00 06/15/2018 M 2,050 06/15/2018(1) (1) Common Stock 2,050 (1) 0 D
Restricted Stock Units $0.00 06/15/2018 M 4,012 06/15/2018(1) (1) Common Stock 4,012 (1) 0 D
Restricted Stock Units $0.00 06/15/2018 M 26,250 06/15/2018(1) (1) Common Stock 26,250 (1) 0 D
Stock Option (Right to Purchase) $41.2 06/15/2018 D(4) 8,850 06/15/2018(4) (4) Common Stock 8,850 (4) 0 D
Stock Option (Right to Purchase) $38.85 06/15/2018 D(4) 3,750 06/15/2018(4) (4) Common Stock 3,750 (4) 0 D
Stock Option (Right to Purchase) $33.9 06/15/2018 D(4) 4,300 06/15/2018(4) (4) Common Stock 4,300 (4) 0 D
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 Mr. Brown 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 Mr. Brown 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 Mr. Brown 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.
Remarks:
KIRSTEN E. RICHESSON, Attorney-in-Fact 06/15/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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