HEALTHEQUITY, INC. — Director's Dealing 2016

Jun 27, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEALTHEQUITY INC (HQY)
CIK: 0001428336
Period of Report: 2016-06-23

Reporting Person: Sacks Ian (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-23	Stock Option (right to buy)	$21.27	A	15000	Acquired	2026-02-01	Common Stock (15000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	273417	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (1342)	1342	Direct
Stock Option (right to buy)	$14	2024-07-30	Common Stock (15000)	15000	Direct
Stock Option (right to buy)	$25.39	2025-03-26	Common Stock (15000)	15000	Direct

Footnotes

F1: The option became exercisable as to 7,500 shares upon the reporting person's reelection to the issuer's board of directors at the issuer's 2016 Annual Meeting of Stockholders held on June 23, 2016. The remaining 7,500 shares will become exercisable on January 31, 2017; provided, that the reporting person continues to serve as a director of the issuer through such date.

F2: Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.

F3: The restricted stock units vested as to 447 shares on May 1, 2016. The remaining restricted stock units vest as to 447 shares on August 1, 2016 and as to 448 shares on November 1, 2016. Vested shares will be delivered to the reporting person on January 1, 2018.

F4: These options are immediately exercisable.