X0206 3 2013-04-18 0 0001411488 BLACKHAWK NETWORK HOLDINGS, INC HAWK 0001572913 Ulrich Jerry N C/O BLACKHAWK NETWORK HOLDINGS, INC. 6220 STONERIDGE MALL ROAD PLEASANTON CA 94588 0 1 0 0 Chief Financial Officer Class B Common Stock 0.00 Class A Common Stock 36725 D Class B Common Stock 0.00 Class A Common Stock 45525 I See Footnote Stock Option (Right to Buy) 6.63 2014-02-23 Class B Common Stock 40000 D Stock Option (Right to Buy) 6.63 2015-04-25 Class B Common Stock 15000 D Stock Option (Right to Buy) 9.15 2016-05-05 Class B Common Stock 25000 D Stock Option (Right to Buy) 13.63 2017-03-09 Class B Common Stock 17500 D Stock Option (Right to Buy) 21.03 2018-10-18 Class B Common Stock 20000 D Stock Option (Right to Buy) 20.00 2020-03-26 Class B Common Stock 55000 D Stock Appreciation Rights 18.49 2019-05-14 Class B Common Stock 42500 D 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 are held by The Ulrich Family Trust Dated November 1, 1996 as Amended and Restated in 2011 The shares subject to this option are fully vested and exercisable. 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 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/ Marcia Peterson, as Attorney-in-Fact for Jerry N. Ulrich 2013-04-18