X0306 4 2016-02-22 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 2016-03-14 4 M 0 2613 A 30785 D Common Stock 6000 I See Footnote Stock Option (Right to Buy) 38.85 2016-02-22 4 A 0 29350 0.00 A 2023-02-22 Common Stock 29350 29350 D Restricted Stock Unit (RSU) 2016-02-22 4 A 0 9300 0.00 A Common Stock 9300 9300 D Performance Shares (PSU) 2016-02-22 4 A 0 7388 0.00 A Common Stock 7388 7388 D Each restricted stock unit represents a contingent right to receive one share of the Company's Common Stock. 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-Five Percent (25%) of the shares subject to the option vest on each of the first, second, third, and fourth anniversary of February 22, 2016, subject to the Reporting Person's continued employment or service relationship with the Company on each such vesting date. The restricted stock units vest pursuant to the following schedule: Twenty-Five Percent (25%) of the shares subject to the restricted stock units vest on each of the first, second, third, and fourth anniversary of February 22, 2016, subject to the Reporting Person's continued employment or service relationship with the Company on each such vesting date. Represents the number of performance share units earned pursuant to the 2015 Performance Share Award Agreement when the Compensation Committee certified that the performance goals for the Reporting Person were achieved at a meeting held by the Compensation Committee. The earned performance share units will vest on January 4, 2018. Each earned performance share was acquired without cash payment and represents the contingent right to receive one share of Common Stock. /s/ Yang Liu, Attorney-In-Fact 2016-03-16