HEALTHEQUITY, INC. — Director's Dealing 2017

Jun 19, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEALTHEQUITY INC (HQY)
CIK: 0001428336
Period of Report: 2017-06-15

Reporting Person: Neeleman Stephen (Director, Founder and Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-15	Common Stock	M	1000	$14	Acquired	1000	Direct
2017-06-15	Common Stock	S	1000	$50.3948	Disposed	0	Direct
2017-06-15	Common Stock	S	1925	$50.278	Disposed	748360	Indirect
2017-06-15	Common Stock	S	575	$50.8091	Disposed	747785	Indirect
2017-06-15	Common Stock	S	3736	$50.2621	Disposed	269264	Indirect
2017-06-15	Common Stock	S	1264	$50.807	Disposed	268000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-15	Stock Option (right to buy)	$14	M	1000	Acquired	2024-07-30	Common Stock (1000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$41.28	2027-03-27	Common Stock (19897)	19897	Direct
Stock Option (right to buy)	$1.25	2021-08-08	Common Stock (654)	654	Direct

Footnotes

F1: The option exercises and subsequent sale reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 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 $49.97 to $50.94, 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), (4), (6), (8) and (10) to this Form 4.

F3: This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Stephen and Christine Neeleman Trust on December 13, 2016.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.73 to $50.69, inclusive.

F5: Shares held of record by the Stephen and Christine Neeleman Trust.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.76 to $50.95, inclusive.

F7: This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by Neeleman Family Holdings, LLC ("Family Holdings"), a Utah limited liability company, on December 13, 2016.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.73 to $50.68, inclusive.

F9: Shares held of record by Family Holdings. The reporting person is the manager of Family Holdings. The reporting person disclaims beneficial ownership of the shares held by Family Holdings 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 Family Holdings for any other purposes.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.78 to $50.97, inclusive.

F11: The option is immediately exercisable.

F12: The option becomes exercisable in three annual installments of 4,974 shares on March 27, 2018, 2019, and 2020 and in one installment of 4,975 shares on March 27, 2021.