HEALTHEQUITY, INC. — Director's Dealing 2014

Jul 30, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: HEALTHEQUITY INC (HQY)
CIK: 0001428336
Period of Report: 2014-07-30

Reporting Person: Medici Frank (Director)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series C Preferred Stock	$		Common Stock (7157346)		Indirect
Series D-1 Preferred Stock	$		Common Stock (5152986)		Indirect
Series D-2 Preferred Stock	$		Common Stock (909090)		Indirect
Series D-3 Preferred Stock	$		Common Stock (825868)		Indirect
Stock Option (right to buy)	$1.10	2019-03-26	Common Stock (30000)		Indirect
Stock Option (right to buy)	$1.10	2017-01-07	Common Stock (30000)		Indirect
Stock Option (right to buy)	$1.10	2018-01-07	Common Stock (30000)		Indirect
Stock Option (right to buy)	$1.10	2020-04-15	Common Stock (30000)		Indirect
Stock Option (right to buy)	$1.80	2021-04-29	Common Stock (30000)		Indirect
Stock Option (right to buy)	$2.25	2022-04-26	Common Stock (30000)		Indirect
Stock Option (right to buy)	$2.50	2023-05-09	Common Stock (30000)		Indirect
Warrant (right to buy)	$0.01	2017-05-21	Common Stock (813713)		Indirect
Warrant (right to buy)	$1.68	2018-02-07	Common Stock (143147)		Indirect
Warrant (right to buy)	$0.01	2016-08-11	Common Stock (182000)		Indirect

Footnotes

F1: The reported securities automatically will convert into shares of common stock on the business day immediately prior to the closing date of the initial public offering of HealthEquity, Inc.

F2: The option is immediately exercisable.

F3: The warrant is immediately exercisable.

F4: The warrant is immediately exercisable and will terminate upon the earlier of (i) August 11, 2016 and (ii) the closing of the initial public offering of HealthEquity, Inc.

F5: See Exhibit 99.1 for the text of footnote (5).