SEC Form 4 · accession 0001209191-18-038003

BLACKHAWK NETWORK HOLDINGS, INC · HAWK

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Gregory Scott Brown

Officer — SVP, International

Period of report

Jun 15, 2018

Accepted (ET)

Jun 15, 2018 · 3:47 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001411488

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I
Common Stock^F1	Jun 15, 2018	M	4,050	$0.00	A	D
Common Stock^F1	Jun 15, 2018	M	1,774	$0.00	A	D
Common Stock^F1	Jun 15, 2018	M	2,050	$0.00	A	D
Common Stock^F1	Jun 15, 2018	M	4,012	$0.00	A	D
Common Stock^F1	Jun 15, 2018	M	26,250	$0.00	A	D
Common Stock^F2	Jun 15, 2018	D	48,018	$45.25	D	D
Common Stock^F3	Jun 15, 2018	D	30,000	—	D	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units^F1	$0.00	Jun 15, 2018	M	4,050	D	Jun 15, 2018	—	Common Stock	4,050	D
Restricted Stock Units^F1	$0.00	Jun 15, 2018	M	1,774	D	Jun 15, 2018	—	Common Stock	1,774	D
Restricted Stock Units^F1	$0.00	Jun 15, 2018	M	2,050	D	Jun 15, 2018	—	Common Stock	2,050	D
Restricted Stock Units^F1	$0.00	Jun 15, 2018	M	4,012	D	Jun 15, 2018	—	Common Stock	4,012	D
Restricted Stock Units^F1	$0.00	Jun 15, 2018	M	26,250	D	Jun 15, 2018	—	Common Stock	26,250	D
Stock Option (Right to Purchase)^F4	$41.20	Jun 15, 2018	D	8,850	D	Jun 15, 2018	—	Common Stock	8,850	D
Stock Option (Right to Purchase)^F4	$38.85	Jun 15, 2018	D	3,750	D	Jun 15, 2018	—	Common Stock	3,750	D
Stock Option (Right to Purchase)^F4	$33.90	Jun 15, 2018	D	4,300	D	Jun 15, 2018	—	Common Stock	4,300	D

Explanation of responses

F1At the effective time of the merger contemplated by the agreement and plan of merger, dated as of January 15, 2018, by and among Blackhawk Network Holdings, Inc. (the "Company"), BHN Holdings, Inc. ("Parent") and BHN Merger Sub, Inc. (the "Effective Time"), each outstanding award of restricted stock units granted to Mr. Brown prior to 2018 was cancelled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (i) the total number of shares of common stock of the Company ("Shares") subject to such award immediately prior to the Effective Time by (ii) $45.25, less applicable taxes required to be withheld with respect to such payment.
F2At the Effective Time, each issued and outstanding Share held by Mr. Brown was converted into the right to receive $45.25 in cash, without interest.
F3At the Effective Time, each outstanding award of restricted stock units granted to Mr. Brown in 2018 was cancelled and converted into a restricted stock unit award of Parent with respect to a number of shares of Parent equal to the product obtained by multiplying (i) the number of Shares subject to such restricted stock unit award immediately prior to the Effective Time by (ii) the Exchange Ratio ($45.25 divided by the price per share paid by the equity financing sources to acquire Parent capital stock in connection with the closing).
F4At the Effective Time, each option to purchase Shares was cancelled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (i) the number of Shares subject to such option immediately prior to the Effective Time by (ii) the excess, if any, of $45.25 over the exercise price per Share of such option, less applicable taxes required to be withheld with respect to such payment.