SEC Form 4 · accession 0001209191-18-038081
BLACKHAWK NETWORK HOLDINGS, INC · HAWK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kirsten E Richesson
Officer — General Counsel and Secretary
Period of report
Jun 15, 2018
Accepted (ET)
Jun 15, 2018 · 4:34 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 | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 15, 2018 | M | 1,712 | $0.00 | A | 0 | D | |
| Common StockF1 | Jun 15, 2018 | M | 5,000 | $0.00 | A | 0 | D | |
| Common StockF1 | Jun 15, 2018 | M | 3,974 | $0.00 | A | 0 | D | |
| Common StockF2 | Jun 15, 2018 | D | 24,315 | $45.25 | D | 0 | D | |
| Common StockF1 | Jun 15, 2018 | D | 2,125 | $45.25 | D | 0 | D | |
| Common StockF1 | Jun 15, 2018 | D | 9,525 | $45.25 | D | 0 | D | |
| Common StockF3 | Jun 15, 2018 | D | 8,839 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | $0.00 | Jun 15, 2018 | M | 1,712 | D | Jun 15, 2018 | — | Common Stock | 1,712 | 0 | D |
| Restricted Stock UnitsF1 | $0.00 | Jun 15, 2018 | M | 5,000 | D | Jun 15, 2018 | — | Common Stock | 5,000 | 0 | D |
| Restricted Stock UnitsF1 | $0.00 | Jun 15, 2018 | M | 3,974 | D | Jun 15, 2018 | — | Common Stock | 3,974 | 0 | D |
| Stock Option (Right to Purchase)F4 | $26.73 | Jun 15, 2018 | D | 2,612 | D | Mar 12, 2018 | — | Common Stock | 2,612 | 0 | D |
| Stock Option (Right to Purchase)F4 | $39.11 | Jun 15, 2018 | D | 7,450 | D | Jun 15, 2018 | — | Common Stock | 7,450 | 0 | D |
| Stock Option (Right to Purchase)F4 | $38.85 | Jun 15, 2018 | D | 8,350 | D | Jun 15, 2018 | — | Common Stock | 8,350 | 0 | 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. Richesson 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. Richesson 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. Richesson 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.