HEALTHEQUITY, INC. — Director's Dealing 2016

Apr 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEALTHEQUITY INC (HQY)
CIK: 0001428336
Period of Report: 2016-04-01

Reporting Person: MOTT DARCY G (Executive VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-01	Common Stock	M	42000	$0.1	Acquired	80000	Direct
2016-04-01	Common Stock	S	30000	$25	Disposed	50000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-01	Stock Option (right to buy)	$0.1	M	42000	Disposed	2017-06-20	Common Stock (42000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$14	2024-07-30	Common Stock (10000)	10000	Direct
Stock Option (right to buy)	$0.1	2018-05-22	Common Stock (20000)	20000	Direct
Stock Option (right to buy)	$1.25	2021-08-08	Common Stock (125000)	125000	Direct
Stock Option (right to buy)	$25.39	2025-03-26	Common Stock (25000)	25000	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 July 15, 2015.

F2: The option is immediately exercisable.

F3: The option becomes exercisable in four equal annual installments on March 26, 2016, 2017, 2018 and 2019.