13G Filing: Three Bays Capital and Blackhawk Network Holdings Inc (HAWK)

Item 2 (d).

Title of Class of Securities:

Item 2 (e).

CUSIP Number:

Item 3.

Not applicable.

Item 4.

Ownership.

(a)

Amount beneficially owned: 3,699,129 shares of Common Stock.  Such amount includes 1,000,000 shares of Common Stock underlying listed call options.

(b)

Percent of class: 6.5%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 3,699,129

(ii)

Shared power to vote or to direct the vote: —0—

(iii)

Sole power to dispose or to direct the disposition of: 3,699,129

(iv)

Shared power to dispose or to direct the disposition of: —0—

(a)

Amount beneficially owned: 2,699,129 shares of Common Stock.

(b)

Percent of class: 4.8%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 2,699,129

(ii)

Shared power to vote or to direct the vote: —0—

(iii)

Sole power to dispose or to direct the disposition of: 2,699,129

(iv)

Shared power to dispose or to direct the disposition of: —0—