UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, DC 20549





FORM 10-Q/A


(Amendment No. 1)





(Mark One)


ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 28, 2015


OR


 ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from  to


Commission File Number: 001-35882





BLACKHAWK NETWORK HOLDINGS, INC.


(Exact Name of Registrant as Specified in Its Charter)





Delaware43-2099257(State or Other Jurisdiction ofIncorporation or Organization)(I.R.S. EmployerIdentification No.)6220 Stoneridge Mall RoadPleasanton, CA94588(Address of Principal Executive Offices)(Zip Code)


(925) 226-9990


(Registrant’s Telephone Number, Including Area Code)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ý No  ̈


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ý No  ̈


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filerýAccelerated filer ̈Non-accelerated filer ̈(Do not check if a smaller reporting company)Smaller reporting company ̈


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ̈ No ý


As of April 28, 2015, there were 13,269,000 shares of the Registrant’s Class A common stock outstanding and 40,631,000 shares of the Registrant’s Class B common stock outstanding.







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QUARTERLY REPORT ON FORM 10-Q/A


FOR THE FISCAL QUARTER ENDED MARCH 28, 2015


Explanatory Note to Amendment No. 1


Blackhawk Network Holdings, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment No.1”) to its Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2015, originally filed with the Securities and Exchange Commission on May 5, 2015 (the “Original Form 10-Q”), solely to (i) add the internal control over financial reporting language in the introductory portion of paragraph 4 and 4(b) of the certifications of its principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”), which were inadvertently omitted from the 302 Certifications attached to the Original Form 10-Q; and (ii) correct a typographic error in the certifications of its principal executive officer and principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (the “Section 906 Certifications”).  Because no financial statements are contained within this Amendment No.1, paragraph 3 of the Section 302 Certifications has been omitted. The corrected 302 Certifications are attached to this Amendment No. l as Exhibits 31.1 and 31.2 and the corrected 906 Certifications are attached to this Amendment No. 1 as Exhibits 32.1 and 32.2.


Except as described above, no other changes have been made to the Original Form 10-Q. Except as otherwise indicated herein, this Amendment No.1 continues to speak as of the date of the Original Form 10-Q, and the Company has not updated the disclosures contained therein to reflect any events that occurred subsequent to the date of the Original Form 10-Q.  Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-Q and the Company’s filings made with the SEC subsequent to the filing of the Original Form 10-Q. The filing of this Amendment No. 1 is not an admission that the Original Form 10-Q, when filed, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.











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ITEM 6. EXHIBITS


A list of exhibits filed with this Amendment No.1 is found in the Index to Exhibits immediately following the signature page of this Amendment No.1 and is incorporated into this Item 6 by reference.








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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


BLACKHAWK NETWORK HOLDINGS, INC.Date: August 21, 2015By:/s/ Jerry UlrichName:Jerry UlrichTitle:Chief Financial Officer and Chief Administrative Officer (Principal Financial Officer)








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INDEX TO EXHIBITS


Incorporated by ReferenceFiledHerewithExhibit NoDescription of ExhibitFormFile No.Exhibit(s)Filing Date31.1Certification required by Rule 13a-14(a) or Rule 15d-14(a)X31.2Certification required by Rule 13a-14(a) or Rule 15d-14(a)X32.1†Certification of Chief Executive Officer required by Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350)X32.2†Certification of Chief Financial Officer required by Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350)X





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†These certifications attached as Exhibits 32.1 and 32.2 to this report are not deemed filed with the Securities and Exchange Commission and are 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.