HEALTHEQUITY, INC. — Director's Dealing 2016

Mar 9, 2016

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: HEALTHEQUITY INC (HQY)
CIK: 0001428336
Period of Report: 2016-01-31

Reporting Person: LEAVITT MICHAEL O (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-10-01	Common Stock	G	15000	—	Disposed	51000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	30000	Direct

Holdings (Derivative)

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

Footnotes

F1: Shares held directly by Third Chapter, Inc. ("Third Chapter"), an entity controlled by the reporting person. The reporting person disclaims beneficial ownership of the shares held by Third Chapter except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of the shares held by Third Chapter for any other purposes.

F2: 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 2015 Annual Meeting of Stockholders held on June 24, 2015. The remaining 7,500 shares became exercisable on January 31, 2016.