SEC Filing | Hawkins, Inc.

View:

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Matthews Steven D II

(Last)

(First)

(Middle)

3100 EAST HENNEPIN AVENUE

(Street)

MINNEAPOLIS

55413

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/09/2013

3. Issuer Name and Ticker or Trading Symbol
HAWKINS INC [ HWKN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP of Operations

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

No securities are beneficially owned.

	/s/ Josuha L. Colburn, attorney-in-fact	12/18/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                         POWER OF ATTORNEY

     I, Steven D. Matthews, hereby authorize and designate each of
Richard G. Erstad, Steven C. Kennedy, W. Morgan Burns and Joshua L.
Colburn, signing singly, as my true and lawful attorney-in-fact to:

          (1)   prepare and execute for and on my behalf, in my
capacity as an officer and/or director of Hawkins, Inc. (the
"Company"), a Form ID and Forms 3, 4 and 5 in accordance with
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") and the rules and regulations promulgated thereunder and other
forms or reports on my behalf as may be required to be filed in
connection with my ownership, acquisition, or disposition of
securities of the Company, including Form 144;

          (2)   do and perform any and all acts for and on my behalf
that may be necessary or desirable to complete and execute any such
Form ID, Form 3, 4 or 5 or Form 144, and any amendments to any of the
foregoing, and timely file any such form with the Securities and
Exchange Commission and any stock exchange or similar authority; and

          (3)     take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such attorney-
in-fact, may be to my benefit, in my best interest, or legally
required of me, it being understood that the statements executed by
such attorney-in-fact on my behalf pursuant to this Power of Attorney
shall be in such form and shall contain such terms and conditions as
such attorney-in-fact may approve in such attorney-in-fact's
discretion.

     I hereby further grant to each such attorney-in-fact full power
and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all
intents and purposes as I might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein
granted.  I hereby acknowledge that the foregoing attorneys-in-fact,
in serving in such capacity at my request, are not assuming, nor is
the Company assuming, any of my responsibilities to comply with
Section 16 of the Exchange Act or Rule 144 under the Securities Act
of 1933, as amended (the "Securities Act").

     This Power of Attorney shall remain in full force and effect
until I am no longer required to file Form ID or Forms 3, 4 and 5 or
Form 144 with respect to my holdings of and transactions in
securities issued by the Company, unless earlier revoked by me in a
signed writing delivered to the foregoing attorneys-in-fact.
Notwithstanding the foregoing, if any such attorney-in-fact hereafter
ceases to be at least one of the following: (i) an employee of the
Company, (ii) a partner of Faegre Baker Daniels LLP or (iii) an
employee of Faegre Baker Daniels LLP, then this Power of Attorney
shall be automatically revoked solely as to such individual,
immediately upon such cessation, without any further action on my
part.

     I hereby revoke all previous Powers of Attorney that have been
granted by me in connection with my reporting obligations, if any,
under Section 16 of the Exchange Act and Rule 144 under the
Securities Act with respect to my holdings of and transactions in
securities issued by the Company.

     IN WITNESS WHEREOF, I have caused this Power of Attorney to be
duly executed as of this 12th day of December, 2013.

/s/ Steven D. Matthews, II