X0306 4 2017-07-26 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 2017-07-26 4 M 0 20000 21.03 A 63280 D Common Stock 2017-07-26 4 M 0 55000 20.00 A 118280 D Common Stock 2017-07-26 4 S 0 75000 45.1471 D 43280 D Stock Option (Right to Buy) 21.03 2017-07-26 4 M 0 20000 0.00 A Common Stock 20000 0 D Stock Option (Right to Buy) 20.00 2017-07-26 4 M 0 55000 0.00 A Common Stock 55000 0 D Transaction executed in multiple trades at prices ranging from $45.00 to $45.30 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 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 14, 2011, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date. 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 March 26, 2013, 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 2017-07-28