X0306 4 2015-10-29 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 Common Stock 2015-10-29 4 M 0 25000 9.15 A 50490 D Common Stock 2015-10-29 4 S 0 25000 42.5527 D 25490 D Common Stock 6000 I See Footnote Stock Option (Right to Buy) 9.151 2015-10-29 4 M 0 25000 0.00 D 2016-05-05 Common Stock 25000 0 D Transaction executed in multiple trades at prices ranging from $42.53 to $42.66 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. Includes 477 shares acquired under the Blackhawk Network Holdings, Inc. 2013 Employee Stock Purchase Plan ("ESPP") on April 30, 2015. The ESPP shares were acquired in transactions exempt from Section 16(b). The shares are held by The Ulrich Family Trust Dated November 1, 1996 as Amended and Restated in 2011. 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. /s/ Marcia Peterson, Attorney-in-Fact for Jerry N. Ulrich 2015-11-02