HEALTHEQUITY, INC. — Director's Dealing 2021

Feb 24, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEALTHEQUITY, INC. (HQY)
CIK: 0001428336
Period of Report: 2021-02-22

Reporting Person: MOTT DARCY G (Executive VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-22	Common Stock	M	10000	$14	Acquired	69884	Direct
2021-02-22	Common Stock	S	3400	$78.0014	Disposed	66484	Direct
2021-02-22	Common Stock	S	2600	$78.8762	Disposed	63884	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-22	Stock Option (right to buy)	$14	M	10000	Disposed	2024-07-30	Common Stock (10000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$25.39	2025-03-26	Common Stock (25000)	25000	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
Stock Option (right to buy)	$73.61	2029-03-26	Common Stock (15337)	15337	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 11, 2020. The shares reported on this Form 4 are subject to a lock-up agreement between the reporting person and BofA Securities, Inc. dated February 16, 2021 (the "Lock-up Date") pursuant to which the remaining shares reported in Table I of this Form 4 cannot be sold for 45 days following the Lock-up Date.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.57 to $78.52, 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 range set forth in footnote (2) and (3) to this Form 4.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.60 to $79.10, inclusive.

F4: The option is immediately exercisable.

F5: The option is exercisable as to 14,922 shares. The option vests as to 4,975 shares on March 27, 2021.

F6: The option is exercisable as to 7,114 shares. The remaining options vest in two equal installments of 3,557 shares on March 27, 2021, and 2022.

F7: The option is exercisable as to 3,835 shares. The remaining options vest as to 3,834 shares on each of March 27, 2021, 2022 and 2023.