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

Blackhawk Network Holdings, Inc.

Common Stock, $0.001 Par Value

09238E104

January 4, 2018

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

Blackhawk Network Holdings, Inc. (the “Issuer”)

6220 Stoneridge Mall Road

Pleasanton, CA 94588

This statement is being filed by the following persons with respect to the shares of Common Stock of the Issuer directly owned by TBC Master LP (“TBC Master”):

The above parties are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons”.

The address for each of the Reporting Persons (except TBC Master) is:

c/o Three Bays Capital LP

222 Berkeley Street, 19th Floor

Boston, Massachusetts 02116

The address for TBC Master is:

c/o Morgan Stanley Fund Services (Cayman) Ltd.

Cayman Corporate Centre

27 Hospital Road

George Town, Grand Cayman KY1-9008

Cayman Islands

Three Bays Capital – Delaware

TBC GP – Delaware

TBC Master – Cayman Islands

TBC Partners GP – Delaware

Matthew Sidman – United States

Common Stock, $0.001 par value (“Common Stock”)

09238E104

For each of the Reporting Persons as of the date of this filing:

For each of the Reporting Persons as of the end of the day on December 31, 2017:

The percentages of beneficial ownership of Common Stock above are based on 56,813,300 shares of Common Stock outstanding as of October 10, 2017, as disclosed in the Issuer’s Form 10-Q filed with the SEC on October 17, 2017.

Three Bays Capital is the investment manager of TBC Master. TBC GP is the General Partner of Three Bays Capital. TBC Partners GP is the General Partner of TBC Master. Matthew Sidman is the Managing Member of TBC GP and TBC Partners GP.

Each Reporting Person may be deemed to beneficially own the Common Stock held directly by TBC Master, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person other than TBC Master is the beneficial owner of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose (including, without limitation, any tax purposes) and each of the Reporting Persons other than TBC Master expressly disclaims beneficial ownership of all shares of Common Stock held directly by TBC Master and any assertion or presumption that it and the other persons on whose behalf this statement is filed constitute a “group”.

Not applicable.

Certain feeder funds that are limited partners of TBC Master have the right to receive dividends from, and proceeds from, the sale of the Common Stock directly held by TBC Master.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.