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Schedule 13D

Filed by: GAMCO INVESTORS, INC. ET AL
Total Shares: 3,188,531
Subject Company: Blackhawk Network Holdings, Inc. - View Complete Ownership History Backtest
Filed as of Date: 02/15/2018
Event Date: 02/05/2018
Overall % Ownership: 5.71

Reporting Persons

Name Sole
Voting Power
Shared
Voting Power
Sole
Dispositive Power
Shared
Dispositive Power
Aggregate
Amount Owned
Percent
of class
Gabelli Funds, LLC ID No 134044523 1,873,268 0 1,873,268 0 1,873,273 3.36%
GAMCO Asset Management Inc ID No 134044521 614,843 0 680,543 0 680,548 1.22%
Gabelli & Company Investment Advisers, Inc ID No 133379374 581,120 0 581,120 0 581,125 1.04%
MJG Associates, Inc ID No 061304269 3,000 0 3,000 0 3,005 0.01%
Gabelli Foundation, Inc ID No 942975159 10,000 0 10,000 0 10,005 0.02%
GGCP, Inc ID No 133056041 5,000 0 5,000 0 5,005 0.01%
GAMCO Investors, Inc ID No 134007862 0 0 0 0 0 0.00%
Associated Capital Group, Inc ID No 473965991 12,600 0 12,600 0 12,605 0.02%
Mario J Gabelli 23,000 0 23,000 0 23,005 0.04%

Raw Filing Contents

0000807249-18-000031.txt : 20180215

0000807249-18-000031.hdr.sgml : 20180215
20180215162338
ACCESSION NUMBER:		0000807249-18-000031
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20180215
DATE AS OF CHANGE:		20180215

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BLACKHAWK NETWORK HOLDINGS, INC
		CENTRAL INDEX KEY:			0001411488
		STANDARD INDUSTRIAL CLASSIFICATION:	FINANCE SERVICES [6199]
		IRS NUMBER:				432099257
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1230

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-87444
		FILM NUMBER:		18617974

	BUSINESS ADDRESS:	
		STREET 1:		6220 STONERIDGE MALL ROAD
		CITY:			PLEASANTON
		STATE:			CA
		ZIP:			94588
		BUSINESS PHONE:		925-226-9990

	MAIL ADDRESS:	
		STREET 1:		6220 STONERIDGE MALL ROAD
		CITY:			PLEASANTON
		STATE:			CA
		ZIP:			94588

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BLACKHAWK NETWORK HOLDINGS INC
		DATE OF NAME CHANGE:	20070904

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GAMCO INVESTORS, INC. ET AL
		CENTRAL INDEX KEY:			0000807249
		STANDARD INDUSTRIAL CLASSIFICATION:	UNKNOWN SIC - 0000 [0000]
		IRS NUMBER:				133056041
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		STREET 1:		ONE CORPORATE CENTER
		CITY:			RYE
		STATE:			NY
		ZIP:			10580-1434
		BUSINESS PHONE:		9149215000

	MAIL ADDRESS:	
		STREET 1:		ONE CORPORATE CENTER
		CITY:			RYE
		STATE:			NY
		ZIP:			10580

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	GABELLI ASSET MANAGEMENT INC ET AL
		DATE OF NAME CHANGE:	20020828

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	GABELLI FUNDS INC ET AL
		DATE OF NAME CHANGE:	19940714

SC 13D 1 hawk_00.htm

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .

1 Names of reporting persons I.R.S. identification nos. of above persons (entities only) Gabelli Funds, LLC I.D. No. 13-4044523
2 Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3 Sec use only
4 Source of funds (SEE INSTRUCTIONS) 00-Funds of investment advisory clients
5 Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
6 Citizenship or place of organization New York
Number Of Shares Beneficially Owned By Each Reporting Person With : 7 : : : Sole voting power 1,873,268 (Item 5)
: 8 : : : Shared voting power None
: 9 : : : Sole dispositive power 1,873,268 (Item 5)
:10 : : : Shared dispositive power None
11 Aggregate amount beneficially owned by each reporting person 1,873,268 (Item 5)
12 Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS)
13 Percent of class represented by amount in row (11) 3.36%
14 Type of reporting person (SEE INSTRUCTIONS) IA, CO
1 Names of reporting persons I.R.S. identification nos. of above persons (entities only) GAMCO Asset Management Inc. I.D. No. 13-4044521
2 Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3 Sec use only
4 Source of funds (SEE INSTRUCTIONS) 00-Funds of investment advisory clients
5 Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
6 Citizenship or place of organization New York
Number Of Shares Beneficially Owned By Each Reporting Person With : 7 : : : Sole voting power 614,843 (Item 5)
: 8 : : : Shared voting power None
: 9 : : : Sole dispositive power 680,543 (Item 5)
:10 : : : Shared dispositive power None
11 Aggregate amount beneficially owned by each reporting person 680,543 (Item 5)
12 Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS)
13 Percent of class represented by amount in row (11) 1.22%
14 Type of reporting person (SEE INSTRUCTIONS) IA, CO
1 Names of reporting persons I.R.S. identification nos. of above persons (entities only) Gabelli & Company Investment Advisers, Inc. I.D. No. 13-3379374
2 Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3 Sec use only
4 Source of funds (SEE INSTRUCTIONS) 00 – Client funds
5 Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
6 Citizenship or place of organization Delaware
Number Of Shares Beneficially Owned By Each Reporting Person With : 7 : : : Sole voting power 581,120 (Item 5)
: 8 : : : Shared voting power None
: 9 : : : Sole dispositive power 581,120 (Item 5)
:10 : : : Shared dispositive power None
11 Aggregate amount beneficially owned by each reporting person 581,120 (Item 5)
12 Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS)
13 Percent of class represented by amount in row (11) 1.04%
14 Type of reporting person (SEE INSTRUCTIONS) HC, CO, IA
1 Names of reporting persons I.R.S. identification nos. of above persons (entities only) MJG Associates, Inc. I.D. No. 06-1304269
2 Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3 Sec use only
4 Source of funds (SEE INSTRUCTIONS) 00-Client Funds
5 Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
6 Citizenship or place of organization Connecticut
Number Of Shares Beneficially Owned By Each Reporting Person With : 7 : : : Sole voting power 3,000 (Item 5)
: 8 : : : Shared voting power None
: 9 : : : Sole dispositive power 3,000 (Item 5)
:10 : : : Shared dispositive power None
11 Aggregate amount beneficially owned by each reporting person 3,000 (Item 5)
12 Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS)
13 Percent of class represented by amount in row (11) 0.01%
14 Type of reporting person (SEE INSTRUCTIONS) CO
1 Names of reporting persons I.R.S. identification nos. of above persons (entities only) Gabelli Foundation, Inc. I.D. No. 94-2975159
2 Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3 Sec use only
4 Source of funds (SEE INSTRUCTIONS) WC
5 Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
6 Citizenship or place of organization NV
Number Of Shares Beneficially Owned By Each Reporting Person With : 7 : : : Sole voting power 10,000 (Item 5)
: 8 : : : Shared voting power None
: 9 : : : Sole dispositive power 10,000 (Item 5)
:10 : : : Shared dispositive power None
11 Aggregate amount beneficially owned by each reporting person 10,000 (Item 5)
12 Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS)
13 Percent of class represented by amount in row (11) 0.02%
14 Type of reporting person (SEE INSTRUCTIONS) 00-Private Foundation
1 Names of reporting persons I.R.S. identification nos. of above persons (entities only) GGCP, Inc. I.D. No. 13-3056041
2 Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3 Sec use only
4 Source of funds (SEE INSTRUCTIONS) WC
5 Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
6 Citizenship or place of organization Wyoming
Number Of Shares Beneficially Owned By Each Reporting Person With : 7 : : : Sole voting power 5,000 (Item 5)
: 8 : : : Shared voting power None
: 9 : : : Sole dispositive power 5,000 (Item 5)
:10 : : : Shared dispositive power None
11 Aggregate amount beneficially owned by each reporting person 5,000 (Item 5)
12 Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS) X
13 Percent of class represented by amount in row (11) 0.01%
14 Type of reporting person (SEE INSTRUCTIONS) HC, CO
1 Names of reporting persons I.R.S. identification nos. of above persons (entities only) GAMCO Investors, Inc. I.D. No. 13-4007862
Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3 Sec use only
4 Source of funds (SEE INSTRUCTIONS) None
5 Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
6 Citizenship or place of organization Delaware
Number Of Shares Beneficially Owned By Each Reporting Person With : 7 : : : Sole voting power None (Item 5)
: 8 : : : Shared voting power None
: 9 : : : Sole dispositive power None (Item 5)
:10 : : : Shared dispositive power None
11 Aggregate amount beneficially owned by each reporting person None (Item 5)
12 Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS) X
13 Percent of class represented by amount in row (11) 0.00%
14 Type of reporting person (SEE INSTRUCTIONS) HC, CO
1 Names of reporting persons I.R.S. identification nos. of above persons (entities only) Associated Capital Group, Inc. I.D. No. 47-3965991
Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3 Sec use only
4 Source of funds (SEE INSTRUCTIONS) WC
5 Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
6 Citizenship or place of organization Delaware
Number Of Shares Beneficially Owned By Each Reporting Person With : 7 : : : Sole voting power 12,600 (Item 5)
: 8 : : : Shared voting power None
: 9 : : : Sole dispositive power 12,600 (Item 5)
:10 : : : Shared dispositive power None
11 Aggregate amount beneficially owned by each reporting person 12,600 (Item 5)
12 Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS) X
13 Percent of class represented by amount in row (11) 0.02%
14 Type of reporting person (SEE INSTRUCTIONS) HC, CO
1 Names of reporting persons I.R.S. identification nos. of above persons (entities only) Mario J. Gabelli
2 Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b)
3 Sec use only
4 Source of funds (SEE INSTRUCTIONS) PF
5 Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
6 Citizenship or place of organization USA
Number Of Shares Beneficially Owned By Each Reporting Person With : 7 : : : Sole voting power 23,000 (Item 5)
: 8 : : : Shared voting power None
: 9 : : : Sole dispositive power 23,000 (Item 5)
:10 : : : Shared dispositive power None
11 Aggregate amount beneficially owned by each reporting person 23,000 (Item 5)
12 Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS) X
13 Percent of class represented by amount in row (11) 0.04%
14 Type of reporting person (SEE INSTRUCTIONS) IN

directly or indirectly controls or for which he acts as chief investment officer. These entities, except for LICT Corporation ("LICT), CIBL, Inc. ("CIBL") and ICTC Group, Inc. ("ICTC"), engage in various aspects of the securities business, primarily as investment adviser to various institutional and individual clients, including registered investment companies and pension plans, and as general partner or the equivalent of various private investment partnerships or private funds. Certain of these entities may also make investments for their own accounts.

The foregoing persons in the aggregate often own beneficially more than 5% of a class of equity securities of a particular issuer. Although several of the foregoing persons are treated as institutional investors for purposes of reporting their beneficial ownership on the short-form Schedule 13G, the holdings of those who do not qualify as institutional investors may exceed the 1% threshold presented for filing on Schedule 13G or implementation of their investment philosophy may from time to time require action which could be viewed as not completely passive. In order to avoid any question as to whether their beneficial ownership is being reported on the proper form and in order to provide greater investment flexibility and administrative uniformity, these persons have decided to file their beneficial ownership reports on the more detailed Schedule 13D form rather than on the short-form Schedule 13G and thereby to provide more expansive disclosure than may be necessary.

(a), (b) and (c) - This statement is being filed by one or more of the following persons: GGCP, Inc. ("GGCP"), GGCP Holdings LLC ("GGCP Holdings"), GAMCO Investors, Inc. ("GBL"), Associated Capital Group, Inc. ("AC"), Gabelli Funds, LLC ("Gabelli Funds"), GAMCO Asset Management Inc. ("GAMCO"), Teton Advisors, Inc. ("Teton Advisors"), Gabelli & Company Investment Advisers, Inc. ("GCIA"), G.research, LLC ("G.research"), MJG Associates, Inc. ("MJG Associates"), Gabelli Foundation, Inc. ("Foundation"), MJG-IV Limited Partnership ("MJG-IV"), Mario Gabelli, LICT, CIBL and ICTC. Those of the foregoing persons signing this Schedule 13D are hereinafter referred to as the "Reporting Persons".

GGCP makes investments for its own account and is the manager and a member of GGCP Holdings which is the controlling shareholder of GBL and AC. GBL, a public company listed on the New York Stock Exchange, is the parent company for a variety of companies engaged in the securities business, including certain of those named below. AC, a public company listed on the New York Stock Exchange, is the parent company for a variety of companies engaged in the securities business, including certain of those listed below.

Gabelli Funds, a wholly owned subsidiary of GBL, is a limited liability company. Gabelli Funds is an investment adviser registered under the Advisers Act which provides advisory services for The Gabelli Equity Trust Inc., The Gabelli Asset Fund, The GAMCO Growth Fund, The Gabelli Convertible and Income Securities Fund Inc., The Gabelli Value 25 Fund Inc., The Gabelli Small Cap Growth Fund, The Gabelli Equity Income Fund, The Gabelli ABC Fund, The Gabelli Global Content & Connectivity Fund, The Gabelli Gold Fund, Inc., The Gabelli Multimedia Trust Inc., The Gabelli Global Rising Income & Dividend Fund, The Gabelli Capital Asset Fund, The GAMCO International Growth Fund, Inc., The GAMCO Global Growth Fund, The Gabelli Utility Trust, The Gabelli International Small Cap Fund, The Gabelli Utilities Fund, The Gabelli Dividend Growth Fund, The GAMCO Mathers Fund, The Gabelli Focus Five Fund, The Comstock Capital Value Fund, The Gabelli Dividend and Income Trust, The Gabelli Global Utility & Income Trust, The GAMCO Global Gold, Natural Resources, & Income Trust, The GAMCO Natural Resources Gold & Income Trust, The GDL Fund, Gabelli Enterprise Mergers & Acquisitions Fund, The Gabelli ESG Fund, Inc., The Gabelli Healthcare & Wellness Rx Trust, The Gabelli Global Small and Mid Cap Value Trust, Gabelli Value Plus+ Trust, Gabelli Merger Plus+ Trust, The Gabelli Go Anywhere Trust, Bancroft Fund Ltd. and Ellsworth Growth & Income Fund Ltd. (collectively, the "Funds"), which are registered investment companies. Gabelli Funds is also the investment adviser to the Gabelli Media Mogul NextShares, the Gabelli Food of All Nations NextShares and The GAMCO International SICAV (sub-funds GAMCO Merger Arbitrage and GAMCO All Cap Value), a UCITS III vehicle.

Teton Advisors, an investment adviser registered under the Advisers Act, provides discretionary advisory services to The TETON Westwood Mighty Mitessm Fund, The TETON Westwood Income Fund, The TETON Westwood SmallCap Equity Fund, The TETON Westwood Mid-Cap Equity Fund, and The TETON Westwood Intermediate Bond Fund.

MJG Associates provides advisory services to private investment partnerships and offshore funds. Mario Gabelli is the sole shareholder, director and employee of MJG Associates. MJG Associates is the Investment Manager of Gabelli International Limited and Gabelli Fund, LDC. Mario J. Gabelli is the general partner of Gabelli Performance Partnership, LP.

LICT is a holding company with operating subsidiaries engaged primarily in the rural telephone industry. LICT actively pursues new business ventures and acquisitions. LICT makes investments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisitions and are not engaged in the business of investing, or trading in securities. Mario J. Gabelli is the Chief Executive Officer, a director, and substantial shareholder of LICT.

ICTC is a holding company with subsidiaries in voice, broadband and other telecommunications services, primarily in the rural telephone industry. ICTC makes investments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisitions and are not engaged in the business of investing, or trading in securities. Mario J. Gabelli is a director, and substantial shareholder of ICTC.

CIBL is a holding company with interests in telecommunications operations, primarily in the rural telephone industry. CIBL actively pursues new business ventures and acquisitions. CIBL makes investments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisitions and are not engaged in the business of investing, or trading in securities. Mario J. Gabelli is a director, and substantial shareholder of CIBL.

GAMCO is a New York corporation and GBL, AC, GCIA, and Teton Advisors are Delaware corporations, each having its principal business office at One Corporate Center, Rye, New York 10580. GGCP is a Wyoming corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. GGCP Holdings is a Delaware limited liability corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. G.research is a Delaware limited liability company having its principal officers at One Corporate Center, Rye, New York 10580. Gabelli Funds is a New York limited liability company having its principal business office at One Corporate Center, Rye, New York 10580. MJG Associates is a Connecticut corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. The Foundation is a Nevada corporation having its principal offices at 165 West Liberty Street, Reno, Nevada 89501. LICT is a Delaware corporation having its principal place of business as 401 Theodore Fremd Avenue, Rye, New York 10580. CIBL, Inc. is a Delaware corporation having its principal place of business as 165 West Liberty Street, Suite 220, Reno, NV 89501. ICTC Group Inc. is a Delaware corporation having its principal place of business as 556 Main Street, Nome, North Dakota 58062.

For information required by instruction C to Schedule 13D with respect to the executive officers and directors of the foregoing entities and other related persons (collectively, "Covered Persons"), reference is made to Schedule I annexed hereto and incorporated herein by reference.

The Reporting Persons used an aggregate of approximately $128,920,953 to purchase the Securities reported as beneficially owned in Item 5. GAMCO and Gabelli Funds used approximately $26,933,847 and $73,495,821, respectively, of funds that were provided through the accounts of certain of their investment advisory clients (and, in the case of some of such accounts at GAMCO, may be through borrowings from client margin accounts) in order to purchase the Securities for such clients. GCIA used approximately $26,081,500 of client funds to purchase the Securities reported by it. MJG Associates used approximately $134,816 of client funds to purchase the Securities reported by it. AC used approximately $564,431 of its working capital to purchase the Securities reported by it. Mario Gabelli used approximately $1,034,213 of private funds to purchase the Securities reported by him. Foundation used approximately $450,550 of funds of a private entity to purchase the Securities reported by it. GGCP used approximately $225,775 of working capital to purchase the Securities reported by it.

The Reporting Persons are engaged in the business of securities analysis and investment. The Reporting Persons analyze the operations, capital structure and markets of companies in which they invest, including the Issuer, on a continuous basis through analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of such companies (often at the invitation of management). As a result of these analytical activities one or more of the Reporting Persons may issue analysts reports, participate in interviews or hold discussions with third parties, with management or with Directors in which the Reporting Person may suggest or take a position with respect to potential changes in the operations, management or capital structure of such companies as a means of enhancing shareholder values. Such suggestions or positions may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D including, without limitation, such matters as disposing of one or more businesses, selling the company or acquiring another company or business, changing operating or marketing strategies, adopting or not adopting, certain types of anti-takeover measures and restructuring the company's capitalization or dividend policy.

Each of the Reporting Persons intends to adhere to the foregoing investment philosophy with respect to the Issuer. However, none of the Reporting Persons intends to seek control of the Issuer or participate in the management of the Issuer, and any Reporting Person that is registered as an investment company under the Company Act will participate in such a transaction only following receipt of an exemption from the SEC under Rule 17d-1 under the Company Act, if required, and in accordance with other applicable law. In pursuing this investment philosophy, each Reporting Person will continuously assess the Issuer's business, financial condition, results of operations and prospects, general economic conditions, the securities markets in general and those for the Issuer's securities in particular, other developments and other investment opportunities, as well as the investment objectives and diversification requirements of its shareholders or clients and its fiduciary duties to such shareholders or clients. Depending on such assessments, one or more of the Reporting Persons may acquire additional Securities or may determine to sell or otherwise dispose of all or some of its holdings of Securities. Although the Reporting Persons share the same basic investment philosophy and although most portfolio decisions are made by or under the supervision of Mario Gabelli, the investment objectives and diversification requirements of various clients differ from those of other clients so that one or more Reporting Persons may be acquiring Securities while others are disposing of Securities.

With respect to voting of the Securities, the Reporting Persons have adopted general voting policies relating to voting on specified issues affecting corporate governance and shareholder values. Under these policies, the Reporting Persons generally vote all securities over which they have voting power in favor of cumulative voting, financially reasonable golden parachutes, one share one vote, management cash incentives and pre-emptive rights and against greenmail, poison pills, supermajority voting, blank check preferred stock and super-dilutive stock options. Exceptions may be made when management otherwise demonstrates superior sensitivity to the needs of shareholders. In the event that the aggregate voting position of all Reporting Persons exceeds 25% of the total voting position of the Issuer, one or more of the filing persons may transfer voting and/or dispositive power over shares to independent committees of directors or the owners of such shares. Such committees vote and/or consider disposition of such shares independently of the Reporting Persons.

Each of the Covered Persons who is not a Reporting Person has purchased the Securities reported herein as beneficially owned by him for investment for his own account or that of one or more members of his immediate family. Each such person may acquire additional Securities or dispose of some or all of the Securities reported herein with respect to him.

(a) The aggregate number of Securities to which this Schedule 13D relates is 3,188,531 shares, representing 5.71% of the 55,824,265 shares outstanding as reported in the Issuer's most recently filed Agreement and Plan of Merger as of January 12, 2018. The Reporting Persons beneficially own those Securities as follows:

Name Shares of Common Stock % of Class of Common
GAMCO Gabelli Funds GCIA MJG Associates AC Mario Gabelli GGCP Foundation 680,543 1,873,268 581,120 3,000 12,600 23,000 5,000 10,000 1.22% 3.36% 1.04% 0.01% 0.02% 0.04% 0.01% 0.02%

Mario Gabelli is deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons. GCIA is deemed to have beneficial ownership of the Securities owned beneficially by G.research. AC, GBL and GGCP are deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons other than Mario Gabelli and the Foundation.

(b) Each of the Reporting Persons and Covered Persons has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the Securities reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that , (i) GAMCO does not have the authority to vote 65,700 of the reported shares, (ii) Gabelli Funds has sole dispositive and voting power with respect to the shares of the Issuer held by the Funds so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Issuer and, in that event, the Proxy Voting Committee of each Fund shall respectively vote that Fund's shares, (iii) at any time, the Proxy Voting Committee of each such Fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such fund under special circumstances such as regulatory considerations, and (iv) the power of Mario Gabelli, AC, GBL, and GGCP is indirect with respect to Securities beneficially owned directly by other Reporting Persons.

(c) Information with respect to all transactions in the Securities which were effected during the past sixty days or since the most recent filing on Schedule 13D, whichever is less, by each of the Reporting Persons and Covered Persons is set forth on Schedule II annexed hereto and incorporated herein by reference.

The powers of disposition and voting of Gabelli Funds, Teton Advisors, GAMCO, GCIA and MJG Associates with respect to Securities owned beneficially by them on behalf of their investment advisory clients, and of MJG Associates and GCIA with respect to Securities owned beneficially by them on behalf of the partnerships or corporations which they directly or indirectly manage, are held pursuant to written agreements with such clients, partnerships and funds.

The following sets forth as to each of the executive officers and directors of the undersigned: his name; his business address; his present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Unless otherwise specified, the principal employer of each such individual is GAMCO Asset Management Inc., Gabelli Funds, LLC, Gabelli & Company Investment Advisers, Inc., G.research, LLC, Teton Advisors, Inc., Associated Capital Group, Inc. or GAMCO Investors, Inc., the business address of each of which is One Corporate Center, Rye, New York 10580, and each such individual identified below is a citizen of the United States. To the knowledge of the undersigned, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he 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 law or finding any violation with respect to such laws except as reported in Item 2(d) and (e) of this Schedule 13D.
GAMCO Investors, Inc. Directors:
Edwin L. Artzt Raymond C. Avansino Leslie B. Daniels Former Chairman and Chief Executive Officer Procter & Gamble Company 900 Adams Crossing Cincinnati, OH 45202 Chairman & Chief Executive Officer E.L. Wiegand Foundation 165 West Liberty Street Reno, NV 89501 Director c/o GAMCO Investors, Inc. One Corporate Center Rye, NY 10580
Mario J. Gabelli Elisa M. Wilson Chief Executive Officer and Chief Investment Officer of GGCP, Inc. Chairman & Chief Executive Officer of GAMCO Investors, Inc. Executive Chairman & Chief Executive Officer of Associated Capital Group, Inc. Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC. Director c/o GAMCO Investors, Inc. One Corporate Center Rye, NY 10580
Eugene R. McGrath Former Chairman and Chief Executive Officer Consolidated Edison, Inc. 4 Irving Place New York, NY 10003
Robert S. Prather President & Chief Executive Officer Heartland Media, LLC 1843 West Wesley Road Atlanta, GA 30327
Officers:
Mario J. Gabelli Chairman and Chief Executive Officer
Henry G. Van der Eb Bruce N. Alpert Agnes Mullady Kevin Handwerker Senior Vice President Senior Vice President Senior Vice President Executive Vice President, General Counsel and Secretary
GAMCO Asset Management Inc. Directors:
Douglas R. Jamieson Regina M. Pitaro William S. Selby
Officers:
Mario J. Gabelli Chief Executive Officer and Chief Investment Officer – Value Portfolios
Douglas R. Jamieson David Goldman President, Chief Operating Officer and Managing Director General Counsel, Secretary & Chief Compliance Officer
Gabelli Funds, LLC Officers:
Mario J. Gabelli Chief Investment Officer – Value Portfolios
Bruce N. Alpert Executive Vice President and Chief Operating Officer
Agnes Mullady President and Chief Operating Officer – Open End Fund Division
David Goldman General Counsel
Gabelli Foundation, Inc. Officers:
Mario J. Gabelli Chairman, Trustee & Chief Investment Officer
Elisa M. Wilson Marc Gabelli Matthew R. Gabelli Michael Gabelli President Trustee Trustee Trustee
MJG-IV Limited Partnership Officers:
Mario J. Gabelli General Partner
GGCP, Inc. Directors:
Mario J. Gabelli Chief Executive Officer and Chief Investment Officer of GGCP, Inc. Chairman & Chief Executive Officer of GAMCO Investors, Inc. Executive Chairman & Chief Executive Officer of Associated Capital Group, Inc. Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC.
Marc Gabelli President – GGCP, Inc.
Matthew R. Gabelli Vice President – Trading G.research, Inc. One Corporate Center Rye, NY 10580
Michael Gabelli President & COO Gabelli & Partners, LLC One Corporate Center Rye, NY 10580
Frederic V. Salerno Chairman Former Vice Chairman and Chief Financial Officer Verizon Communications
Vincent S. Tese Executive Chairman – FCB Financial Corp
Officers:
Mario J. Gabelli Chief Executive Officer and Chief Investment Officer
Marc Gabelli President
Silvio A. Berni Vice President, Assistant Secretary and Controller
GGCP Holdings LLC Members: GGCP, Inc. Mario J. Gabelli Manager and Member Member
Teton Advisors, Inc. Directors:
Stephen G. Bondi Nicholas F. Galluccio Vincent J. Amabile John Tesoro Chairman of the Board Chief Executive Officer and President
Officers:
Nicholas F. Galluccio Michael J. Mancuso Tiffany Hayden See above Chief Financial Officer Secretary
Associated Capital Group, Inc. Directors:
Mario J. Gabelli Chief Executive Officer and Chief Investment Officer of GGCP, Inc. Chairman & Chief Executive Officer of GAMCO Investors, Inc. Executive Chairman of Associated Capital Group, Inc. Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC.
Richard L. Bready Former Chairman and Chief Executive Officer Nortek, Inc. 50 Kennedy Plaza Providence, RI 02903
Douglas R. Jamieson President and Chief Executive Officer
Bruce Lisman Former Chairman - JP Morgan – Global Equity Division
Daniel R. Lee Chief Executive Officer Full House Resorts, Inc. 4670 South Ford Apache Road, Suite 190 Las Vegas, NV 89147
Salvatore F. Sodano Vice Chairman of the Board
Frederic V. Salerno See above
Officers:
Mario J. Gabelli Douglas R. Jamieson Francis J. Conroy Kevin Handwerker David Fitzgerald Executive Chairman President and Chief Executive Officer Interim Chief Financial Officer Executive Vice President, General Counsel and Secretary Assistant Secretary
Gabelli & Company Investment Advisers, Inc.
Directors:
Douglas R. Jamieson
Officers:
Douglas R. Jamieson Kevin Handwerker David Fitzgerald Chief Executive Officer and President Executive Vice President, General Counsel and Secretary Assistant Secretary
G.research, LLC
Officers:
Cornelius V. McGinity Maria Gigi President Controller and Financial Operations Principal
Bruce N. Alpert Douglas R. Jamieson Kevin Handwerker David Fitzgerald Josephine D. LaFauci Vice President Secretary Assistant Secretary Assistant Secretary Chief Compliance Officer

In accordance with Rule 13d-1(f) under the securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Entities (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Blackhawk Network Holdings, Inc. and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

MARIO J. GABELLI GGCP, INC. MJG ASSOCIATES, INC. GABELLI FOUNDATION, INC. MJG-IV LIMITED PARTNERSHIP By:/s/ David Goldman David Goldman Attorney-in-Fact
TETON ADVISORS, INC. GABELLI FUNDS, LLC By: /s/ David Goldman David Goldman General Counsel -Gabelli Funds, LLC Counsel-Teton Advisors, Inc.
GAMCO INVESTORS, INC. By:/s/ Kevin Handwerker Kevin Handwerker General Counsel & Secretary – GAMCO Investors, Inc.
ASSOCIATED CAPITAL GROUP, INC. GAMCO ASSET MANAGEMENT INC. GABELLI & COMPANY INVESTMENT ADVISERS, INC. G.RESEARCH, LLC. By:/s/ Douglas R. Jamieson Douglas R. Jamieson President & Chief Executive Officer – Associated Capital Group, Inc. President – GAMCO Asset Management Inc. Vice President – Gabelli & Company Investment Advisers, Inc. Secretary – G.research, LLC.

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