SEC Form 4 · accession 0001209191-18-038040

BLACKHAWK NETWORK HOLDINGS, INC · HAWK

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

Reporting owner

Roche L Talbott Hoskins

Officer — President and CEO · Director

Period of report

Jun 15, 2018

Accepted (ET)

Jun 15, 2018 · 4:19 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	5,275	$0.00	A	D
Common Stock^F1	Jun 15, 2018	M	15,424	$0.00	A	D
Common Stock^F2	Jun 15, 2018	D	222,126	$45.25	D	D
Common Stock^F1	Jun 15, 2018	D	36,525	$45.25	D	D
Common Stock^F3	Jun 15, 2018	D	110,497	—	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	5,275	D	Jun 15, 2018	—	Common Stock	5,275	D
Restricted Stock Units^F1	$0.00	Jun 15, 2018	M	15,424	D	Jun 15, 2018	—	Common Stock	15,424	D
Stock Option (Right to Purchase)^F4	$21.03	Jun 15, 2018	D	22,000	D	Mar 14, 2016	—	Common Stock	22,000	D
Stock Option (Right to Purchase)^F4	$20.00	Jun 15, 2018	D	65,000	D	Mar 26, 2017	—	Common Stock	65,000	D
Stock Option (Right to Purchase)^F4	$26.73	Jun 15, 2018	D	69,100	D	Mar 12, 2018	—	Common Stock	69,100	D
Stock Option (Right to Purchase)^F5	$39.11	Jun 15, 2018	D	69,000	D	Jun 15, 2018	—	Common Stock	69,000	D
Stock Option (Right to Purchase)^F5	$38.85	Jun 15, 2018	D	97,500	D	Jun 15, 2018	—	Common Stock	97,500	D
Stock Appreciation Rights^F6	$18.49	Jun 15, 2018	D	50,000	D	Mar 14, 2017	—	Common Stock	50,000	D
Performance Stock Units^F7	$0.00	Jun 15, 2018	D	15,919	D	Jun 15, 2018	—	Common Stock	15,919	D
Performance Stock Units^F7	$0.00	Jun 15, 2018	D	43,342	D	Jun 15, 2018	—	Common Stock	43,342	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 Ms. Roche 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 Ms. Roche 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 Ms. Roche 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.
F5At the Effective Time, each option to purchase Shares was exchanged on a pre-tax basis for options to purchase shares of Parent Series B common stock, par value $0.001 per share.
F6At the Effective Time, each stock appreciation right 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 stock appreciation right immediately prior to the Effective Time by (ii) the excess, if any, of $45.25 over the exercise price per Share of such stock appreciation right, less applicable taxes required to be withheld with respect to such payment.
F7At the Effective Time, each outstanding performance share award was cancelled and converted into an amount in cash equal to the product obtained by multiplying (i) the total number of Shares subject to such performance share award immediately prior to the Effective Time (determined based on actual performance for completed performance periods and target performance for incomplete performance periods) by (ii) $45.25, less applicable taxes required to be withheld with respect to such payment.