HAWKINS INC — Director's Dealing 2012

Aug 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HAWKINS INC (HWKN)
CIK: 0000046250
Period of Report: 2012-08-06

Reporting Person: Erstad Richard G (VP, General Counsel & Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-06	Common Stock	M	9333	$19.90	Acquired	20553	Direct
2012-08-06	Common Stock	S	4913	$38.6339	Disposed	15640	Direct
2012-08-07	Common Stock	S	4420	$37.4072	Disposed	11220	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-06	Stock Option (right to buy)	$19.90	M	9333	Disposed	2019-06-10	Common Stock (9333)	Direct

Footnotes

F1: Reflects the weighted average price of 4,913 shares of common stock of the Issuer sold by reporting person in multiple transactions on August 6, 2012 with the sale prices ranging from $38.50 to $39.59 per share. The reporting person undertakes to provide upon request by the U.S. Securities Exchange Commission staff, the Issuer, or a securityholder of the Issuer, full information regarding the number of shares sold at each separate price.

F2: Reflects the weighted average price of 4,420 shares of common stock of the Issuer sold by reporting person in multiple transactions on August 7, 2012 with the sale prices ranging from $37.25 to $38.6711 per share. The reporting person undertakes to provide upon request by the U.S. Securities Exchange Commission staff, the Issuer, or a securityholder of the Issuer, full information regarding the number of shares sold at each separate price.