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: 2017-02-01

Reporting Person: Corvino Frank (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-01	Restricted Stock Units	$	A	3556	Disposed		Common Stock (3556)	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)	$14	2024-07-30	Common Stock (12500)	12500	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 will vest as to 1,778 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."

F3: The option is immediately exercisable.

F4: The option became exercisable as to 6,250 shares on June 30, 2015 and as to 6,250 on June 30, 2016. The option becomes exercisable as to the remaining 12,500 shares in two equal installments of 6,250 shares on June 30, 2017 and 2018.