FORM 4
[ ] 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 *

TATE DAVID C 		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, U.S. Retail
(Last)          (First)          (Middle)

6220 STONERIDGE MALL RD 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/20/2016
(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   10/20/2016     M    2500   A $21.031   22372   D    
Common Stock   10/20/2016     M    13076   A $26.73   35448   D    
Common Stock   10/20/2016     M    6875   A $20.00   42323   D    
Common Stock   10/20/2016     S    22451   D $36.3983   (1) 19872   D    
Common Stock   10/20/2016     S    5863   D $36.5051   (2) 14009   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
Employee Stock Option (Right to Buy)   $21.031   10/20/2016     M         2500      (3) 10/18/2018   Common Stock   2500   $0.00   0   D    
Employee Stock Option (Right to Buy)   $26.73   10/20/2016     M         13076      (4) 3/12/2021   Common Stock   13076   $0.00   13074   D    
Employee Stock Option (Right to Buy)   $20.00   10/20/2016     M         6875      (5) 3/26/2020   Common Stock   6875   $0.00   6875   D    

Explanation of Responses:
( 1)  Transaction executed in multiple trades at prices ranging from $36.325 to $36.50 per share, inclusive. The price reported in column 4 of Table I above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
( 2)  Transaction executed in multiple trades at prices ranging from $36.50 to $36.5075 per share, inclusive. The price reported in column 4 of Table I above reflects the weighted average sale price per share. The Reporting Person hereby undertakes to provide the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
( 3)  The shares subject to the option vest pursuant to the following schedule: Twenty Percent (20%) of the shares subject to the option vest in five equal annual installments starting on March 14, 2012, subject to the Reporting Person's ontinued employment or service relationship with the Company on each such vesting date.
( 4)  The shares subject to the option 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 12, 2014, subject to the Reporting Person's continued employment or service relationship with the Company on each such vesting date.
( 5)  The shares subject to the option 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 Company on each such vesting date.

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

SVP, U.S. Retail

Signatures
/s/ Yang Liu, Attorney-In-Fact 10/24/2016
** 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.
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.
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