HEALTHEQUITY, INC. — Director's Dealing 2016

Jul 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEALTHEQUITY INC (HQY)
CIK: 0001428336
Period of Report: 2016-07-11

Reporting Person: LEAVITT MICHAEL O (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-11	Common Stock	G	2900	—	Disposed	13767	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)	$21.27	2026-02-01	Common Stock (15000)	15000	Direct
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 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.

F3: The option is immediately exercisable.