HEALTHEQUITY, INC. — Director's Dealing 2016

Aug 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEALTHEQUITY INC (HQY)
CIK: 0001428336
Period of Report: 2016-08-15

Reporting Person: Neeleman Stephen (Director, Founder and Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-15	Common Stock	M	20000	$1.25	Acquired	20000	Direct
2016-08-15	Common Stock	S	20000	$28.9873	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-15	Stock Option (right to buy)	$1.25	M	20000	Acquired	2021-08-08	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	865285	Indirect
Common Stock	450000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$14	2024-07-30	Common Stock (20000)	20000	Direct

Footnotes

F1: The option exercises and subsequent sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 16, 2015.

F2: Shares held of record by the Stephen and Christine Neeleman Trust.

F3: Shares held of record by Neeleman Family Holdings, LLC ("Family Holdings"), a Utah limited liability company. The reporting person is the manager of Family Holdings. The reporting person disclaims beneficial ownership of the shares held by Family Holdings except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of the shares held by Family Holdings for any other purposes.

F4: The option is immediately exercisable.