HEALTHEQUITY, INC. — Director's Dealing 2016

Nov 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEALTHEQUITY INC (HQY)
CIK: 0001428336
Period of Report: 2016-11-01

Reporting Person: Sydney Matthew (Exec VP, Sales & Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-01	Common Stock	M	2500	$14	Acquired	2600	Direct
2016-11-01	Common Stock	M	5000	$20.4	Acquired	7600	Direct
2016-11-01	Common Stock	M	5000	$0.8	Acquired	12600	Direct
2016-11-01	Common Stock	M	12500	$20.4	Acquired	25100	Direct
2016-11-01	Common Stock	S	24621	$32.5064	Disposed	479	Direct
2016-11-01	Common Stock	S	379	$33.2650	Disposed	100	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-01	Stock Option (right to buy)	$14.00	M	2500	Disposed	2024-07-30	Common Stock (2500)	Direct
2016-11-01	Stock Option (right to buy)	$20.4	M	5000	Disposed	2024-11-01	Common Stock (5000)	Direct
2016-11-01	Stock Option (right to buy)	$.8	M	5000	Disposed	2021-04-29	Common Stock (5000)	Direct
2016-11-01	Stock Option (right to buy)	$20.4	M	12500	Disposed	2024-11-01	Common Stock (12500)	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 September 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 $32.07 to $33.04, 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 $33.18 to $33.36, inclusive.

F4: The option is immediately exercisable.

F5: The options became exercisable in annual installments of 1,250 shares on April 29 in each of the years 2012, 2013, 2014 and 2015.

F6: The options became exercisable as to 12,500 shares on November 1, 2015, and as to 12,500 shares on November 1, 2016. The option becomes exercisable as to the remaining 25,000 shares in two annual installments of 12,500 on November 1, 2017 and 2018.