Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  TATE DAVID C
2. Date of Event Requiring Statement (Month/Day/Year)
12/04/2013
3. Issuer Name and Ticker or Trading Symbol
BLACKHAWK NETWORK HOLDINGS, INC [HAWK]
(Last)
(First)
(Middle)
6220 STONERIDGE MALL RD
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Products and Marketing
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PLEASANTON, CA 94588
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock 27,288 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock   (2)   (2) Class A Common Stock 2,371 $ 0 D  
Stock Option (Right to Buy)   (3) 05/05/2016 Class B Common Stock 1,000 $ 9.15 D  
Stock Option (Right to Buy)   (4) 08/24/2016 Class B Common Stock 1,000 $ 12.27 D  
Stock Option (Right to Buy)   (5) 03/09/2017 Class B Common Stock 3,800 $ 13.63 D  
Stock Option (Right to Buy)   (6) 10/18/2018 Class B Common Stock 7,500 $ 21.03 D  
Stock Option (Right to Buy)   (7) 03/26/2020 Class B Common Stock 27,500 $ 20 D  
Stock Appreciation Rights   (8) 05/14/2019 Class B Common Stock 22,500 $ 18.49 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TATE DAVID C
6220 STONERIDGE MALL RD
PLEASANTON, CA 94588
      SVP, Products and Marketing  

Signatures

/s/ Suzan S. Rowland, as Attorney-in-Fact for David C. Tate 12/13/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Includes 15,000 unvested Restricted Stock Awards, which vest pursuant to the following schedule: Twenty-Five Percent (25%) of the shares subject to the award vest on each of the first, second, third, and fourth anniversary of June 3, 2013, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
(2) Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Class B Common Stock will convert automatically into Class A Common Stock upon the occurrence of a Conversion Event, as such term is defined in section 3(a)(ii) of the Issuer's Amended and Restated Certificate of Incorporation.
(3) The shares vest pursuant to the following schedule: Twenty Percent (20%) of the shares subject to the option vest on each of the first, second, third, fourth and fifth anniversary of May 5, 2009, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
(4) The shares vest pursuant to the following schedule: Twenty Percent (20%) of the shares subject to the option vest on each of the first, second, third, fourth and fifth anniversary of August 24, 2009, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
(5) The shares vest pursuant to the following schedule: Twenty Percent (20%) of the shares subject to the option vest on each of the first, second, third, fourth and fifth anniversary of March 9, 2010, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
(6) The shares vest pursuant to the following schedule: Twenty Percent (20%) of the shares subject to the option vest on each of the first, second, third, fourth and fifth anniversary of March 14, 2011, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
(7) The shares vest pursuant to the following schedule: Twenty-Five Percent (25%) of the shares subject to the option vest on each of the first, second, third, and fourth anniversary of March 26, 2013, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
(8) The shares vest pursuant to the following schedule: Twenty Percent (20%) of the shares subject to the option vest on each of the first, second, third, fourth and fifth anniversary of March 14, 2012, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.

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