HEALTHEQUITY, INC. — Director's Dealing 2018

Jun 18, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEALTHEQUITY INC (HQY)
CIK: 0001428336
Period of Report: 2018-06-12

Reporting Person: Neeleman Stephen (Director, Founder and Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-12	Common Stock	G	17000	—	Disposed	566285	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	0	Direct
Common Stock	203000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$14	2024-07-30	Common Stock (60000)	60000	Direct
Stock Option (right to buy)	$41.28	2027-03-27	Common Stock (19897)	19897	Direct
Stock Option (right to buy)	$61.72	2028-03-27	Common Stock (14228)	14228	Direct

Footnotes

F1: Shares held of record by the Stephen and Christine Neeleman Trust.

F2: Shares held of record by Neeleman Family Holdings, LLC ("Family Holdings"), a Utah limited liability company. The reporting person is the manager of Family Holdings. The reporting person disclaims beneficial ownership of the shares held by Family Holdings except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of the shares held by Family Holdings for any other purposes.

F3: The option is immediately exercisable.

F4: The option is exercisable as to 4,974 shares. The option becomes exercisable as to the remaining shares in two annual installments of 4,974 shares on March 27, 2019 and 2020, and in one installment of 4,975 shares on March 27, 2021.

F5: The option becomes exercisable in four equal installments of 3,557 shares on March 27, 2019, 2020, 2021, and 2022.