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).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Brown Gregory Scott 		2. Issuer Name and Ticker or Trading Symbol

BLACKHAWK NETWORK HOLDINGS, INC [ HAWK ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP, International
(Last)          (First)          (Middle)

C/O BLACKHAWK NETWORK HOLDINGS, INC., 6220 STONERIDGE MALL ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/15/2018
(Street)

PLEASANTON, CA 94588
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   6/15/2018     M    4050   (1) A $0.00   0   (1) D    
Common Stock   6/15/2018     M    1774   (1) A $0.00   0   (1) D    
Common Stock   6/15/2018     M    2050   (1) A $0.00   0   (1) D    
Common Stock   6/15/2018     M    4012   (1) A $0.00   0   (1) D    
Common Stock   6/15/2018     M    26250   (1) A $0.00   0   (1) D    
Common Stock   6/15/2018     D (2)    48018   D $45.25   0   (2) D    
Common Stock   6/15/2018     D (3)    30000   D   (3) 0   (3) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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   $0.00   6/15/2018     M         4050    6/15/2018   (1)   (1) Common Stock   4050     (1) 0   D    
Restricted Stock Units   $0.00   6/15/2018     M         1774    6/15/2018   (1)   (1) Common Stock   1774     (1) 0   D    
Restricted Stock Units   $0.00   6/15/2018     M         2050    6/15/2018   (1)   (1) Common Stock   2050     (1) 0   D    
Restricted Stock Units   $0.00   6/15/2018     M         4012    6/15/2018   (1)   (1) Common Stock   4012     (1) 0   D    
Restricted Stock Units   $0.00   6/15/2018     M         26250    6/15/2018   (1)   (1) Common Stock   26250     (1) 0   D    
Stock Option (Right to Purchase)   $41.20   6/15/2018     D   (4)       8850    6/15/2018   (4)   (4) Common Stock   8850     (4) 0   D    
Stock Option (Right to Purchase)   $38.85   6/15/2018     D   (4)       3750    6/15/2018   (4)   (4) Common Stock   3750     (4) 0   D    
Stock Option (Right to Purchase)   $33.90   6/15/2018     D   (4)       4300    6/15/2018   (4)   (4) Common Stock   4300     (4) 0   D    

Explanation of Responses:
(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. 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.
(2)  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.
(3)  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).
(4)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Brown Gregory Scott
C/O BLACKHAWK NETWORK HOLDINGS, INC.
6220 STONERIDGE MALL ROAD
PLEASANTON, CA 94588

SVP, International

Signatures
KIRSTEN E. RICHESSON, Attorney-in-Fact 6/15/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: 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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