HEALTHEQUITY, INC. — Director's Dealing 2016

Jun 10, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEALTHEQUITY INC (HQY)
CIK: 0001428336
Period of Report: 2016-06-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-08	Common Stock	M	2033	$1.25	Acquired	2033	Direct
2016-06-08	Common Stock	S	2033	$30.1161	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-08	Stock Option (right to buy)	$1.25	M	2033	Acquired	2021-08-08	Common Stock (2033)	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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.31, 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 this footnote (2) to this Form 4.

F3: Shares held of record by the Stephen and Christine Neeleman Trust (the "Trust").

F4: 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.

F5: The option is immediately exercisable.