HEALTHEQUITY, INC. — Director's Dealing 2016

Sep 6, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEALTHEQUITY INC (HQY)
CIK: 0001428336
Period of Report: 2016-09-01

Reporting Person: Dreier Ashley (Executive VP, CTO and CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-01	Common Stock	M	10000	$1.50	Acquired	10000	Direct
2016-09-01	Common Stock	S	10000	$32.2817	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-01	Stock Option (right to buy)	$1.50	M	10000	Disposed	2023-05-09	Common Stock (10000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$1.50	2023-05-09	Common Stock (100000)	100000	Direct
Stock Option (right to buy)	$14.00	2024-07-30	Common Stock (1000)	1000	Direct
Stock Option (right to buy)	$24.36	2026-03-23	Common Stock (65000)	65000	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 December 10, 2015 and amended June 13, 2016.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.03 to $32.60, 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: The option is immediately exercisable as to 62,500 shares. The option becomes exercisable as to the remaining 25,000 shares on May 9, 2017.

F4: The option is immediately exercisable.

F5: The option becomes exercisable in four equal installments on March 23, 2017, 2018, 2019 and 2020.