Blackhawk Network Holdings Inc (HAWK): P2 Capital Partners Pushes Activist Stake Over 5%, Will Push for Change

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Page 7 of 10 – SEC Filing

 

Item 1.         Security and Issuer.

 

This Schedule 13D relates to the shares of Common Stock (the Shares) of Blackhawk Network Holdings, Inc., a Delaware corporation (the Issuer). The Issuers principal executive offices are located at 6220 Stoneridge Mall Road, Pleasanton, California 94588.

 

Item 2.         Identity and Background

 

This statement is being filed by and on behalf of P2 Capital Master Fund I, L.P., a Cayman Islands exempted limited partnership (Master Fund I), P2 Capital Master Fund VI, L.P., a Delaware limited partnership (Master Fund VI) , P2 Capital Master Fund XII, L.P., a Delaware limited partnership (Master Fund XII and, together with Master Fund I and Master Fund VI, the Funds), P2 Capital Partners, LLC, a Delaware limited liability company (the Manager) and Claus Moller, a citizen of Denmark (all the preceding persons are the Reporting Persons).

 

The address of the principal office of each of the above Reporting Persons is 590 Madison Avenue, 25th Floor, New York, NY  10022.

 

The Funds are principally involved in the business of investing in securities.  The Manager is principally involved in the business of providing investment advisory and investment management services to the Funds and, among other things, exercises all voting and other powers and privileges attributable to any securities held for the account of the Funds.  Mr. Moller is the managing member of the Manager.

 

None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).  None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.         Source and Amount of Funds or Other Consideration.

 

The source of funds for the purchases of the Shares reported on herein was cash on hand and the general working capital of the respective purchasers, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business.

 

As of October 14, 2016, Master Fund I had invested $32,656,731 (excluding brokerage commissions) in the Shares of the Issuer, Master Fund VI had invested $42,778,441 (excluding brokerage commissions) in the Shares of the Issuer, and Master Fund XII had invested $15,162,298 (excluding brokerage commissions) in the Shares of the Issuer.

 

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