HEALTHEQUITY, INC. — Director's Dealing 2017

Jun 21, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEALTHEQUITY INC (HQY)
CIK: 0001428336
Period of Report: 2017-06-19

Reporting Person: Medici Frank (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-19	Common Stock	S	4002	$51.9872	Disposed	8300007	Indirect
2017-06-20	Common Stock	S	21000	$51.8645	Disposed	8279007	Indirect
2017-06-21	Common Stock	S	129263	$51.9459	Disposed	8149744	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6381	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 (22500)	22500	Direct
Stock Option (right to buy)	$25.39	2025-03-26	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 $51.53 to $52.14, 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), (3) and (4) to this Form 4.

F2: These securities are held of record by Berkley Capital Investors, L.P., a Delaware limited partnership ("Berkley Investors"). Berkley Capital, LLC, a Delaware limited liability company ("Berkley Capital") is the general partner of Berkley Investors. The reporting person is President of Berkley Capital and as such holds the sole voting and dispositive power over the shares held by Berkley Investors. The reporting person disclaims beneficial ownership of the securities held by Berkley Investors and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for Section 16 or any other purposes.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.74 to $51.97, inclusive.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.80 to $52.18, inclusive.

F5: The option is immediately exercisable.