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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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43-2099257
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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6220 Stoneridge Mall Road
Pleasanton, CA
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94588
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
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Accelerated filer
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¨
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Blackhawk Network Holdings, Inc.
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/s/ Jerry Ulrich
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Jerry Ulrich
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Chief Financial Officer and Chief Administrative Officer
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(Principal Financial Officer and Duly Authorized Signatory)
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Incorporated by Reference
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Filed
Herewith
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Exhibit No
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Description of Exhibit
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Form
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File No.
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Exhibit(s)
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Filing Date
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10.1†
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Amendment No. 4 to Servicing Agreement, dated as of May 6, 2016, between Blackhawk Network, Inc. and MetaBank, dba Meta Payment Systems.
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X
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10.2†#
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Amendment No. 5 to Servicing Agreement, dated as of June 16, 2016, between Blackhawk Network, Inc. and MetaBank, dba Meta Payment Systems.
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31.1
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Certification Required Under Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
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X
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31.2
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Certification Required Under Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
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32.1*#
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Certification Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended and, 18 U.S.C. Section §1350.
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101.INS#
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XBRL Instance Document
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101.SCH#
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XBRL Taxonomy Extension Schema
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101.CAL#
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF#
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XBRL Taxonomy Extension Definition Linkbase
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101.LAB#
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XBRL Taxonomy Extension Label Linkbase
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101.PRE#
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XBRL Taxonomy Extension Presentation Linkbase
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#
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These exhibits were previously included in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 18, 2016, filed with the Securities and Exchange Commission on July 28, 2016.
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†
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Certain portions have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the SEC.
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*
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The certification attached as Exhibit 32.1 to this report is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of this report), irrespective of any general incorporation language contained in such filing.
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1.
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The following sentence will be added to the end of Section 3.1:
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2.
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The first sentence of Section 9.1 is hereby deleted in its entirety and replaced with the following:
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3.
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Section 9.4 Suspension Rights is hereby deleted in its entirety and replaced with the following:
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4.
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Section 14.8 Notices is hereby deleted in its entirety and replaced with the following:
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Bank to:
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MetaBank
d/b/a Meta Payment Systems
5501 S. Broadband Lane
Sioux Falls, SD 57108
Attention: General Counsel
Facsimile Number: (605) 338-0596
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Servicer to:
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Chief Executive Officer
Blackhawk Network, Inc.
6220 Stoneridge Mall Road
Pleasanton, CA 94588
Facsimile Number: (925) 226-9083
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With Copy to:
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Blackhawk Network, Inc.
6220 Stoneridge Mall Road
Pleasanton, CA 94588
Attn: Legal Department – General Counsel
Facsimile Number: (925) 226-9728
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5.
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Schedule E is hereby added to the Agreement as set forth on
Attachment 1
to this Amendment No. 4 and the following paragraph is added immediately following the first paragraph of Section II(b) of Schedule A to the Agreement, as amended by Amendment No. 3 to the Servicing Agreement:
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Schedule D to the Agreement is hereby deleted in its entirety.
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7.
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Section II(d) of Schedule A is hereby deleted in its entirety and replaced with the following:
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8.
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Except as specifically modified by this Amendment No. 4, the Agreement shall remain in full force and effect. This Amendment No. 4 may not be amended or modified except pursuant to a written agreement signed by each of the Parties hereto. This Amendment shall bind, and inure to the benefit of, Servicer and Bank and their successors and permitted assigns. This Amendment No. 4 may be executed in counterparts, which execution may be by facsimile or other electronic means, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
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Blackhawk Network, Inc.
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MetaBank, dba Meta Payment Systems
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By:
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/s/ Jerry Ulrich
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By:
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/s/ Brad Hanson
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Name:
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Jerry Ulrich
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Name:
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Brad Hanson
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Title:
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CFO&CAO
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Title:
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President
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Date:
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5/6/2016
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Date:
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5/6/2016
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Calendar Quarter of Card Activation
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Applicable Supplemental Fee Rate*
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AFTER [**]
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[**]
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1.
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I have reviewed this Quarterly Report on Form 10-Q/A of Blackhawk Network Holdings, Inc.; and
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
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Date: February 24, 2017
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/s/ Talbott Roche
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Talbott Roche
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President and Chief Executive Officer
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(Principal Executive Officer)
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1.
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I have reviewed this Quarterly Report on Form 10-Q/A of Blackhawk Network Holdings, Inc.; and
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
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Date: February 24, 2017
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/s/ Jerry Ulrich
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Jerry Ulrich
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Chief Financial Officer and Chief Administrative Officer
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(Principal Financial Officer)
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