HEALTHEQUITY, INC. — Director's Dealing 2016

Sep 21, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEALTHEQUITY INC (HQY)
CIK: 0001428336
Period of Report: 2016-09-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-19	Common Stock	M	65288	$.1	Acquired	485288	Direct
2016-09-19	Common Stock	S	65288	$35.019	Disposed	420000	Direct
2016-09-20	Common Stock	M	54712	$.1	Acquired	474712	Direct
2016-09-20	Common Stock	S	54712	$35.0746	Disposed	420000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-19	Stock Option (right to buy)	$.10	M	65288	Disposed	2019-03-26	Common Stock (65288)	Direct
2016-09-20	Stock Option (right to buy)	$.1	M	54712	Disposed	2019-03-26	Common Stock (54712)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$1.25	2021-08-08	Common Stock (325000)	325000	Direct
Stock Option (right to buy)	$14	2024-07-30	Common Stock (40000)	40000	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 $35.00 to $35.21, 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 ranges 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 $35.00 to $35.47, inclusive.

F4: The option is immediately exercisable.