4//SEC Filing
TATE DAVID C 4
Accession 0001209191-18-038088
CIK 0001411488other
Filed
Jun 14, 8:00 PM ET
Accepted
Jun 15, 4:40 PM ET
Size
32.0 KB
Accession
0001209191-18-038088
Insider Transaction Report
Form 4
TATE DAVID C
SVP, Products and Marketing
Transactions
- Exercise/Conversion
Common Stock
2018-06-15+4,224→ 0 total - Disposition to Issuer
Common Stock
2018-06-15$45.25/sh−37,183$1,682,531→ 0 total - Disposition to Issuer
Common Stock
2018-06-15$45.25/sh−10,800$488,700→ 0 total - Disposition to Issuer
Common Stock
2018-06-15−16,574→ 0 total - Exercise/Conversion
Restricted Stock Units
2018-06-15−1,512→ 0 totalExercise: $0.00From: 2018-06-15→ Common Stock (1,512 underlying) - Exercise/Conversion
Restricted Stock Units
2018-06-15−4,224→ 0 totalExercise: $0.00From: 2018-06-15→ Common Stock (4,224 underlying) - Disposition to Issuer
Stock Option (Right to Purchase)
2018-06-15−6,537→ 0 totalExercise: $26.73From: 2018-03-12→ Common Stock (6,537 underlying) - Disposition to Issuer
Stock Option (Right to Purchase)
2018-06-15−19,750→ 0 totalExercise: $39.11From: 2018-06-15→ Common Stock (19,750 underlying) - Disposition to Issuer
Stock Option (Right to Purchase)
2018-06-15−26,650→ 0 totalExercise: $38.85From: 2018-06-15→ Common Stock (26,650 underlying) - Disposition to Issuer
Stock Appreciation Rights
2018-06-15−9,000→ 0 totalExercise: $18.49From: 2017-03-14→ Common Stock (9,000 underlying) - Disposition to Issuer
Performance Stock Units
2018-06-15−4,360→ 0 totalExercise: $0.00From: 2018-06-15→ Common Stock (4,360 underlying) - Disposition to Issuer
Performance Stock Units
2018-06-15−12,816→ 0 totalExercise: $0.00From: 2018-06-15→ Common Stock (12,816 underlying) - Exercise/Conversion
Common Stock
2018-06-15+1,512→ 0 total
Footnotes (6)
- [F1]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. Tate 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.
- [F2]At the Effective Time, each issued and outstanding Share held by Mr. Tate was converted into the right to receive $45.25 in cash, without interest.
- [F3]At the Effective Time, each outstanding award of restricted stock units granted to Mr. Tate 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).
- [F4]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.
- [F5]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.
- [F6]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.
Documents
Issuer
BLACKHAWK NETWORK HOLDINGS, INC
CIK 0001411488
Entity typeother
Related Parties
1- filerCIK 0001593933
Filing Metadata
- Form type
- 4
- Filed
- Jun 14, 8:00 PM ET
- Accepted
- Jun 15, 4:40 PM ET
- Size
- 32.0 KB