Statement of Changes in Beneficial Ownership (4)
June 15 2018 - 3:49PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Brown Gregory Scott
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2. Issuer Name
and
Ticker or Trading Symbol
BLACKHAWK NETWORK HOLDINGS, INC
[
HAWK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
SVP, International
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(Last)
(First)
(Middle)
C/O BLACKHAWK NETWORK HOLDINGS, INC., 6220 STONERIDGE MALL ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/15/2018
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(Street)
PLEASANTON, CA 94588
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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6/15/2018
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M
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4050
(1)
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A
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$0.00
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0
(1)
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D
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Common Stock
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6/15/2018
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M
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1774
(1)
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A
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$0.00
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0
(1)
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D
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Common Stock
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6/15/2018
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M
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2050
(1)
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A
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$0.00
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0
(1)
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D
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Common Stock
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6/15/2018
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M
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4012
(1)
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A
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$0.00
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0
(1)
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D
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Common Stock
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6/15/2018
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M
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26250
(1)
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A
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$0.00
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0
(1)
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D
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Common Stock
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6/15/2018
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D
(2)
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48018
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D
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$45.25
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0
(2)
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D
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Common Stock
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6/15/2018
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D
(3)
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30000
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D
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(3)
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0
(3)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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$0.00
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6/15/2018
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M
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4050
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6/15/2018
(1)
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(1)
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Common Stock
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4050
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(1)
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0
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D
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Restricted Stock Units
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$0.00
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6/15/2018
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M
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1774
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6/15/2018
(1)
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(1)
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Common Stock
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1774
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(1)
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0
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D
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Restricted Stock Units
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$0.00
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6/15/2018
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M
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2050
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6/15/2018
(1)
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(1)
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Common Stock
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2050
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(1)
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0
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D
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Restricted Stock Units
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$0.00
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6/15/2018
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M
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4012
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6/15/2018
(1)
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(1)
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Common Stock
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4012
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(1)
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0
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D
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Restricted Stock Units
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$0.00
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6/15/2018
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M
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26250
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6/15/2018
(1)
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(1)
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Common Stock
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26250
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(1)
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0
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D
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Stock Option (Right to Purchase)
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$41.20
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6/15/2018
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D
(4)
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8850
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6/15/2018
(4)
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(4)
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Common Stock
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8850
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(4)
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0
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D
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Stock Option (Right to Purchase)
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$38.85
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6/15/2018
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D
(4)
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3750
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6/15/2018
(4)
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(4)
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Common Stock
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3750
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(4)
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0
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D
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Stock Option (Right to Purchase)
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$33.90
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6/15/2018
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D
(4)
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4300
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6/15/2018
(4)
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(4)
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Common Stock
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4300
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(4)
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0
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D
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Explanation of Responses:
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(1)
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At 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.
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(2)
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At 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.
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(3)
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At 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).
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(4)
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At 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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Brown Gregory Scott
C/O BLACKHAWK NETWORK HOLDINGS, INC.
6220 STONERIDGE MALL ROAD
PLEASANTON, CA 94588
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SVP, International
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Signatures
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KIRSTEN E. RICHESSON, Attorney-in-Fact
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6/15/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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