HEALTHEQUITY, INC. — Director's Dealing 2018

Feb 5, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEALTHEQUITY INC (HQY)
CIK: 0001428336
Period of Report: 2018-02-01

Reporting Person: Medici Frank (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-01	Common Stock	A	3273	—	Acquired	9654	Direct
2018-02-01	Common Stock	A	1091	—	Acquired	10745	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6354661	Indirect

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: 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. Berkley Capital is an indirect, wholly owned subsidiary of W. R. Berkley Corporation, a Delaware corporation ("W. R. Berkley"), and as such beneficial ownership of all securities held of record by Berkley Investors may be deemed attributable to W. R. Berkley. The reporting person is President of Berkley Capital. The reporting person disclaims beneficial ownership of the securities held of record 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.

F2: Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. The restricted stock units vest as to 1,636 shares on the date of the issuer's annual stockholder meeting held in the current fiscal year; the remainder will vest on January 31, 2019. Vested shares will be delivered to the reporting person upon the earlier of a change of control of the issuer (as defined in the issuer's 2014 equity incentive plan), or the reporting person's termination of service (as defined in the issuer's 2014 equity incentive plan), or the reporting person's death.

F3: Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. The restricted stock units vested as to 272 shares on February 1, 2018. The remaining restricted stock units vest in three equal installments of 273 shares on May 1, 2018; August 1, 2018; and November 1, 2018. Vested shares will be delivered to the reporting person upon the earlier of a change of control of the issuer (as defined in the issuer's 2014 equity incentive plan), or the reporting person's termination of service (as defined in the issuer's 2014 equity incentive plan), or the reporting person's death.

F4: The option is immediately exercisable.