X0306 4 2016-02-23 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 2016-02-23 4 M 0 2463 A 28172 D Common Stock 6000 I See Footnote Restricted Stock Unit (RSU) 2016-02-23 4 M 0 2463 0.00 D Common Stock 2463 7387 D Each restricted stock unit represents a contingent right to receive one share of the Company's Common Stock. Includes 219 shares previously acquired under the Blackhawk Network Holdings, Inc. 2013 Employee Stock Purchase Plan. The shares are held by The Ulrich Family Trust Dated November 1, 1996 as Amended and Restated in 2011. 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. /s/Yang Liu, Attorney-In-Fact 2016-02-25