X0306 4 2017-02-23 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 2017-02-23 4 M 0 2463 A 61320 D Common Stock 2017-02-23 4 M 0 17500 13.631 A 78820 D Common Stock 2017-02-23 4 S 0 17500 37.5971 D 61320 D Common Stock 6000 I See Footnote Restricted Stock Unit (RSU) 2017-02-23 4 M 0 2463 0.00 D Common Stock 2463 4924 D Stock Option (Right to Buy) 13.631 2017-02-23 4 M 0 17500 0.00 D Common Stock 17500 0 D Each restricted stock unit represents a contingent right to receive one share of the Company's Common Stock. Transaction executed in multiple trades at prices ranging from $37.50 to $37.775 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 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. The shares subject to this option are fully vested and exercisable. 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 March 9, 2010, 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 2017-02-27