0001209191-18-038060.txt : 20180615 0001209191-18-038060.hdr.sgml : 20180615 20180615162850 ACCESSION NUMBER: 0001209191-18-038060 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180615 FILED AS OF DATE: 20180615 DATE AS OF CHANGE: 20180615 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lockie Joan B CENTRAL INDEX KEY: 0001572912 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35882 FILM NUMBER: 18902549 MAIL ADDRESS: STREET 1: C/O BLACKHAWK NETWORK HOLDINGS, INC. STREET 2: 6220 STONERIDGE MALL ROAD CITY: PLEASANTON STATE: CA ZIP: 94588 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BLACKHAWK NETWORK HOLDINGS, INC CENTRAL INDEX KEY: 0001411488 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 432099257 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6220 STONERIDGE MALL ROAD CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 925-226-9990 MAIL ADDRESS: STREET 1: 6220 STONERIDGE MALL ROAD CITY: PLEASANTON STATE: CA ZIP: 94588 FORMER COMPANY: FORMER CONFORMED NAME: BLACKHAWK NETWORK HOLDINGS INC DATE OF NAME CHANGE: 20070904 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-06-15 1 0001411488 BLACKHAWK NETWORK HOLDINGS, INC HAWK 0001572912 Lockie Joan B 6220 STONERIDGE MALL ROAD PLEASANTON CA 94588 0 1 0 0 Chief Accounting Officer Common Stock 2018-06-15 4 M 0 1987 0.00 A 0 D Common Stock 2018-06-15 4 M 0 4800 0.00 A 0 D Common Stock 2018-06-15 4 D 0 15117 45.25 D 0 D Common Stock 2018-06-15 4 D 0 7762 45.25 D 0 D Common Stock 2018-06-15 4 D 0 2138 45.25 D 0 D Common Stock 2018-06-15 4 D 0 8839 D 0 D Restricted Stock Units 0.00 2018-06-15 4 M 0 1987 D 2018-06-15 Common Stock 1987 0 D Restricted Stock Units 0.00 2018-06-15 4 M 0 4800 D 2018-06-15 Common Stock 4800 0 D Stock Option (Right to Purchase) 20.00 2018-06-15 4 D 0 20000 D 2017-03-26 Common Stock 20000 0 D Stock Option (Right to Purchase) 26.73 2018-06-15 4 D 0 8550 D 2018-03-12 Common Stock 8550 0 D Stock Option (Right to Purchase) 39.11 2018-06-15 4 D 0 8650 D 2018-06-15 Common Stock 8650 0 D Stock Option (Right to Purchase) 38.85 2018-06-15 4 D 0 10100 D 2018-06-15 Common Stock 10100 0 D Stock Appreciation Rights 18.49 2018-06-15 4 D 0 12500 D 2017-03-14 Common Stock 12500 0 D 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 Ms. Lockie 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. At the Effective Time, each issued and outstanding Share held by Ms. Lockie was converted into the right to receive $45.25 in cash, without interest. At the Effective Time, each outstanding award of restricted stock units granted to Ms. Lockie 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). 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. At 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. KIRSTEN E. RICHESSON, Attorney-in-fact 2018-06-15