4//SEC Filing
TAUSCHER WILLIAM Y 4
Accession 0001209191-18-038091
CIK 0001411488other
Filed
Jun 14, 8:00 PM ET
Accepted
Jun 15, 4:43 PM ET
Size
32.2 KB
Accession
0001209191-18-038091
Insider Transaction Report
Form 4
TAUSCHER WILLIAM Y
DirectorChief Executive Officer
Transactions
- Exercise/Conversion
Common Stock
2018-06-15+12,625→ 0 total - Disposition to Issuer
Stock Option (Right to Purchase)
2018-06-15−162,500→ 0 totalExercise: $20.00From: 2017-03-11→ Common Stock (162,500 underlying) - Disposition to Issuer
Performance Stock Units
2018-06-15−15,919→ 0 totalExercise: $0.00From: 2018-06-15→ Common Stock (15,919 underlying) - Disposition to Issuer
Performance Stock Units
2018-06-15−21,093→ 0 totalExercise: $0.00From: 2018-06-15→ Common Stock (21,093 underlying) - Disposition to Issuer
Common Stock
2018-06-15$45.25/sh−307,418$13,910,665→ 0 total - Exercise/Conversion
Restricted Stock Units
2018-06-15−12,625→ 0 totalExercise: $0.00From: 2018-06-15→ Common Stock (12,625 underlying) - Exercise/Conversion
Restricted Stock Units
2018-06-15−15,424→ 0 totalExercise: $0.00From: 2018-06-15→ Common Stock (15,424 underlying) - Disposition to Issuer
Stock Option (Right to Purchase)
2018-06-15−165,150→ 0 totalExercise: $39.11From: 2018-06-15→ Common Stock (165,150 underlying) - Exercise/Conversion
Common Stock
2018-06-15+15,424→ 0 total - Disposition to Issuer
Common Stock
2018-06-15$45.25/sh−17,775$804,319→ 0 total - Disposition to Issuer
Stock Option (Right to Purchase)
2018-06-15−97,500→ 0 totalExercise: $38.85From: 2018-06-15→ Common Stock (97,500 underlying) - Disposition to Issuer
Stock Option (Right to Purchase)
2018-06-15−115,550→ 0 totalExercise: $26.73From: 2018-03-12→ Common Stock (115,550 underlying) - Disposition to Issuer
Stock Appreciation Rights
2018-06-15−100,000→ 0 totalExercise: $18.49From: 2017-03-14→ Common Stock (100,000 underlying)
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. 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.
- [F2]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.
- [F3]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.
- [F4]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.
- [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
IncorporatedCA
Related Parties
1- filerCIK 0001034052
Filing Metadata
- Form type
- 4
- Filed
- Jun 14, 8:00 PM ET
- Accepted
- Jun 15, 4:43 PM ET
- Size
- 32.2 KB