HEALTHEQUITY, INC. — Director's Dealing 2015

May 11, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEALTHEQUITY INC (HQY)
CIK: 0001428336
Period of Report: 2015-05-11

Reporting Person: Berkley Capital Investors, L.P. (10% Owner)
Reporting Person: Berkley Capital, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-11	Common Stock	S	1125000	$24.864	Disposed	14269150	Direct
2015-05-11	Common Stock	S	1125000	$24.864	Disposed	14269150	Indirect

Footnotes

F1: 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 and as such all securities held by Berkley Investors may be deemed attributable to Berkley Capital. Frank T. Medici is President of Berkley Capital and as such holds the sole voting and dispositive power over the shares held by Berkley Investors. The foregoing is not an admission by Berkley Capital that it is the beneficial owner of the securities held of record by Berkley Investors. Mr. Medici disclaims beneficial ownership of the securities held by Berkley Investors.