|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | $ 0 | 06/15/2018 | M | 12,625 | 06/15/2018(1) | (1) | Common Stock | 12,625 | (1) | 0 | D | ||||
| Restricted Stock Units | $ 0 | 06/15/2018 | M | 15,424 | 06/15/2018(1) | (1) | Common Stock | 15,424 | (1) | 0 | D | ||||
| Stock Option (Right to Purchase) | $ 20 | 06/15/2018 | D(3) | 162,500 | 03/11/2017 | (3) | Common Stock | 162,500 | (3) | 0 | D | ||||
| Stock Option (Right to Purchase) | $ 26.73 | 06/15/2018 | D(3) | 115,550 | 03/12/2018 | (3) | Common Stock | 115,550 | (3) | 0 | D | ||||
| Stock Option (Right to Purchase) | $ 39.11 | 06/15/2018 | D(3) | 165,150 | 06/15/2018(3) | (3) | Common Stock | 165,150 | (3) | 0 | D | ||||
| Stock Option (Right to Purchase) | $ 38.85 | 06/15/2018 | D(4) | 97,500 | 06/15/2018(4) | (4) | Common Stock | 97,500 | (4) | 0 | D | ||||
| Stock Appreciation Rights | $ 18.49 | 06/15/2018 | D(5) | 100,000 | 03/14/2017 | (5) | Common Stock | 100,000 | (5) | 0 | D | ||||
| Performance Stock Units | $ 0 | 06/15/2018 | D(6) | 15,919 | 06/15/2018(6) | (6) | Common Stock | 15,919 | (6) | 0 | D | ||||
| Performance Stock Units | $ 0 | 06/15/2018 | D(6) | 21,093 | 06/15/2018(6) | (6) | Common Stock | 21,093 | (6) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| TAUSCHER WILLIAM Y 6220 STONERIDGE MALL ROAD PLEASANTON, CA 94588 |
X | Executive Chairman | ||
| KIRSTEN E. RICHESSON, Attorney-in-fact | 06/15/2018 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 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. Tauscher 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. |
| (2) | At the Effective Time, each issued and outstanding Share held by Mr. Tauscher was converted into the right to receive $45.25 in cash, without interest. |
| (3) | 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. |
| (4) | At 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. |
| (5) | 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. |
| (6) | At 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. |