HEALTHEQUITY, INC. — Director's Dealing 2014

Aug 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEALTHEQUITY INC (HQY)
CIK: 0001428336
Period of Report: 2014-08-04

Reporting Person: Medici Frank (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-04	Common Stock	C	14045290	—	Acquired	14045290	Indirect
2014-08-04	Common Stock	X	120000	$1.10	Acquired	14165290	Indirect
2014-08-04	Common Stock	X	30000	$1.80	Acquired	14195290	Indirect
2014-08-04	Common Stock	X	30000	$2.25	Acquired	14225290	Indirect
2014-08-04	Common Stock	X	30000	$2.50	Acquired	14255290	Indirect
2014-08-04	Common Stock	X	995713	$0.01	Acquired	15251003	Indirect
2014-08-04	Common Stock	X	143147	$1.68	Acquired	15394150	Indirect
2014-08-05	Common Stock	P	12500	$14	Acquired	12500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-04	Series C Preferred Stock	$	C	5174644	Disposed		Common Stock (7157346)	Indirect
2014-08-04	Series D-1 Preferred Stock	$	C	2576493	Disposed		Common Stock (5152986)	Indirect
2014-08-04	Series D-2 Preferred Stock	$	C	400000	Disposed		Common Stock (909090)	Indirect
2014-08-04	Series D-3 Preferred Stock	$	C	825868	Disposed		Common Stock (825868)	Indirect
2014-08-04	Stock Option (right to buy)	$1.10	X	30000	Disposed	2019-03-26	Common Stock (30000)	Indirect
2014-08-04	Stock Option (right to buy)	$1.10	X	30000	Disposed	2017-01-07	Common Stock (30000)	Indirect
2014-08-04	Stock Option (right to buy)	$1.10	X	30000	Disposed	2018-01-07	Common Stock (30000)	Indirect
2014-08-04	Stock Option (right to buy)	$1.10	X	30000	Disposed	2020-04-15	Common Stock (30000)	Indirect
2014-08-04	Stock Option (right to buy)	$1.80	X	30000	Disposed	2021-04-29	Common Stock (30000)	Indirect
2014-08-04	Stock Option (right to buy)	$2.25	X	30000	Disposed	2022-04-26	Common Stock (30000)	Indirect
2014-08-04	Stock Option (right to buy)	$2.50	X	30000	Disposed	2023-05-09	Common Stock (30000)	Indirect
2014-08-04	Warrant (right to buy)	$0.01	X	813713	Disposed	2017-05-21	Common Stock (813713)	Indirect
2014-08-04	Warrant (right to buy)	$1.68	X	143147	Disposed	2018-02-07	Common Stock (143147)	Indirect
2014-08-04	Warrant (right to buy)	$0.01	X	182000	Disposed	2016-08-11	Common Stock (182000)	Indirect

Footnotes

F1: The Series C Preferred Stock automatically converted into shares of common stock on a 1-for-1.383157180 basis and had no expiration date.

F2: The Series D-1 Preferred Stock automatically converted into shares of common stock on a 1-for-2 basis and had no expiration date.

F3: The Series D-2 Preferred Stock automatically converted into shares of common stock on a 1-for-2.272727270 basis and had no expiration date.

F4: The Series D-3 Preferred Stock automatically converted into shares of common stock on a 1-for-1 basis and had no expiration date.

F5: All securities are held of record by Berkley Capital Investors, L.P., a Delaware limited partnership ("Berkley Investors"). Berkley Capital, LLC, a Delaware limited liability company ("Berkley Capital") is the general partner of Berkley Investors. The reporting person is an officer of Berkley Capital. The reporting person disclaims beneficial ownership of the securities held by Berkley Investors and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for Section 16 or any other purposes.