X0306 4/A 2015-02-23 2015-02-25 0 0001411488 BLACKHAWK NETWORK HOLDINGS, INC HAWK 0001572913 Ulrich Jerry N 6220 STONERIDGE MALL ROAD PLEASANTON CA 94588 0 1 0 0 CFO & Chief Admin Officer Class A Common Stock 1010 D Stock Option (Right to Buy) 39.11 2015-02-23 4 A 0 32250 0.00 A 2022-02-23 Class A Common Stock 32250 32250 D Restricted Stock Unit (RSU) 2015-02-23 4 A 0 9850 0.00 A Class A Common Stock 9850 9850 D Performance Shares (PSU) 2015-02-23 4 A 0 18288 0.00 A Class A Common Stock 18288 18288 D Includes 649 shares acquired under the Blackhawk Network Holdings, Inc. 2013 Employee Stock Purchase Plan ("ESPP") on April 30, 2014 and 362 shares on October 31, 2014. The ESPP shares were acquired in transactions exempt from Section 16(b). 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 February 23, 2015, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date. Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock. The restricted stock units 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 February 23, 2015, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date. Represents the performance shares earned under the 2014 performance share award as of February 23, 2015, at which date the Compensation Committee certified the extent to which the 2014 performance criteria were met. Each earned performance share represents the contingent right to receive one share of Class A Common Stock. Each performance share will convert into one share of Class A Common Stock upon vesting and settlement on January 3, 2017. /s/ Suzan S. Rowland, as Attorney-in-Fact for Jerry Ulrich 2015-03-05