X0306 4 2013-10-29 0 0001411488 BLACKHAWK NETWORK HOLDINGS, INC HAWK 0001572913 Ulrich Jerry N 5918 STONERIDGE MALL ROAD PLEASANTON CA 94588 0 1 0 0 CFO & Chief Admin Officer Class A Common Stock 2013-10-29 4 C 0 40000 A 40000 D Class A Common Stock 2013-10-29 4 S 0 40000 22.9504 D 0 D Stock Option (Right to Buy) 6.63 2013-10-29 4 M 0 40000 0.00 D 2014-02-23 Class B Common Stock 40000 0 D Class B Common Stock 2013-10-29 4 M 0 40000 0.00 A Class A Common Stock 40000 76725 D Class B Common Stock 2013-10-29 4 C 0 40000 0.00 D Class A Common Stock 40000 36725 D Class B Common Stock Class A Common Stock 45525 45525 I See Footnote Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock at the election of the Reporting Person. 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. Transaction executed in multiple trades at prices ranging from $22.81 to $23.02 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 subject to this option are fully vested and exercisable. The shares are held by The Ulrich Family Trust Dated November 1, 1996 as Amended and Restated in 2011. /s/ Suzan S. Rowland,as Attorney-in-Fact for Jerry N. Ulrich 2013-10-31