HEALTHEQUITY, INC. — Director's Dealing 2017

Jan 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEALTHEQUITY INC (HQY)
CIK: 0001428336
Period of Report: 2017-01-03

Reporting Person: Corvino Frank (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-03	Common Stock	M	7500	$14	Acquired	7500	Direct
2017-01-03	Common Stock	M	12500	$14	Acquired	20000	Direct
2017-01-03	Common Stock	M	15000	$25.39	Acquired	35000	Direct
2017-01-03	Common Stock	S	31400	$40.2496	Disposed	3600	Direct
2017-01-03	Common Stock	S	3600	$41.0063	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-03	Stock Option (right to buy)	$14	M	7500	Disposed	2024-07-30	Common Stock (7500)	Direct
2017-01-03	Stock Option (right to buy)	$14	M	12500	Disposed	2024-07-30	Common Stock (12500)	Direct
2017-01-03	Stock Option (right to buy)	$25.39	M	15000	Disposed	2025-03-26	Common Stock (15000)	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

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.98 to $40.96, 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 (1) and (2) to this Form 4.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.99 to $41.07, inclusive.

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.

F5: 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.