HEALTHEQUITY, INC. — Director's Dealing 2015

Dec 3, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEALTHEQUITY INC (HQY)
CIK: 0001428336
Period of Report: 2015-12-01

Reporting Person: Kessler Jon (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-01	Common Stock	M	20000	$0.1	Acquired	420000	Direct
2015-12-01	Common Stock	S	7340	$32.039	Disposed	412660	Direct
2015-12-01	Common Stock	S	12660	$32.9022	Disposed	400000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-01	Stock Option (right to buy)	$0.10	M	20000	Disposed	2019-07-01	Common Stock (20000)	Direct

Footnotes

F1: The option exercise and subsequent sale reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 15, 2015.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.51 to $32.50, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnotes (2) and (3) to this Form 4.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.52 to $33.23, inclusive.

F4: The option is immediately exercisable.