HEALTHEQUITY, INC. — Director's Dealing 2017

Feb 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEALTHEQUITY INC (HQY)
CIK: 0001428336
Period of Report: 2016-12-12

Reporting Person: DILLON ADRIAN T (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-12	Common Stock	M	308	—	Acquired	513	Direct
2017-02-01	Common Stock	A	215	—	Acquired	728	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-12	Restricted Stock Units	$	M	308	Disposed		Common Stock (308)	Direct
2017-02-01	Restricted Stock Units	$	A	647	Acquired		Common Stock (647)	Direct
2017-02-01	Restricted Stock Units	$	A	1778	Acquired		Common Stock (1778)	Direct
2017-02-01	Stock Option (right to buy)	$46.40	A	4837	Acquired	2027-02-01	Common Stock (4837)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit	$		Common Stock (2538)	2538	Direct
Stock Option (right to buy)	$32.5	2026-09-01	Common Stock (7632)	7632	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.

F2: The restricted stock units vested on November 1, 2016 and were delivered to the reporting person on December 12, 2016.

F3: The restricted stock units vest as to 215 shares on May 1, 2017 and in two equal installments of 216 shares on August 1, 2017 and November 1, 2017. Vested shares will be delivered to the reporting person upon vesting, unless such vesting does not occur during an "open window period," in which case the shares will be delivered promptly following the first day of the next "open window period."

F4: The restricted stock units vest as to 889 shares on the date of the issuer's annual stockholder meeting, if any, held in the current fiscal year; the remainder will vest on January 31, 2018. Vested shares will be delivered to the reporting person upon vesting, unless such vesting does not occur during an "open window period," in which case the shares will be delivered promptly following the first day of the next "open window period."

F5: The option becomes exercisable as to 2,418 shares on the date of the issuer's annual stockholder meeting, if any, held in the current fiscal year; the remainder will become exercisable on January 31, 2018.

F6: The restricted stock units vest in three equal annual installments of 846 shares on September 1, 2017, 2018, and 2019. Vested shares will be delivered to the reporting person upon vesting, unless such vesting does not occur during an "open window period," in which case the shares will be delivered promptly following the first day of the next "open window period."

F7: The option becomes exercisable in three equal annual installments of 2,544 shares on September 1, 2017, 2018, and 2019.