HEALTHEQUITY, INC. — Director's Dealing 2017

Mar 29, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEALTHEQUITY INC (HQY)
CIK: 0001428336
Period of Report: 2017-03-27

Reporting Person: Dreier Ashley (Executive VP, CTO and CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-27	Common Stock	A	5652	—	Acquired	5652	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-27	Stock Option (right to buy)	$14	A	2000	Acquired	2024-07-30	Common Stock (2000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$1.50	2023-05-09	Common Stock (62500)	62500	Direct
Stock Option (right to buy)	$1.50	2023-05-09	Common Stock (100000)	100000	Direct
Stock Option (right to buy)	$24.36	2026-03-23	Common Stock (65000)	65000	Direct

Footnotes

F1: On June 30, 2014, the reporting person was granted an option to purchase 10,000 shares of common stock. The option vests in annual installments based on the issuer's satisfaction of certain performance criteria for each of the fiscal years ending January 31, 2016 (10%), 2017 (20%), 2018 (30%) and 2019 (40%). The performance criteria for 2017 were met, resulting in the vesting of the option as to 2,000 shares.

F2: The option is immediately exercisable.

F3: The option is immediately exercisable as to 37,500 shares. The option becomes exercisable as to the remaining 25,000 shares on May 9, 2017.

F4: The option is immediately exercisable as to 16,250 shares. The option becomes exercisable as to the remaining 48,750 shares in three equal installments on March 23, 2018, 2019 and 2020.