HEALTHEQUITY, INC. — Director's Dealing 2021

Dec 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEALTHEQUITY, INC. (HQY)
CIK: 0001428336
Period of Report: 2021-12-08

Reporting Person: Kessler Jon (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-26	Common Stock	J	53450	—	Disposed	202262	Direct
2021-10-26	Common Stock	J	53450	—	Acquired	53450	Indirect
2021-11-04	Common Stock	G	49026	—	Disposed	4424	Indirect
2021-11-04	Common Stock	G	49026	—	Acquired	49026	Indirect
2021-11-04	Common Stock	G	36860	—	Disposed	165402	Direct
2021-11-04	Common Stock	G	36860	—	Acquired	36860	Indirect
2021-12-08	Common Stock	M	100000	$14	Acquired	100000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-08	Stock Option (right to buy)	$14.00	M	100000	Disposed	2024-07-30	Common Stock (100000)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$41.28	2027-03-27	Common Stock (34820)	34820	Indirect
Stock Option (right to buy)	$61.72	2028-03-27	Common Stock (23930)	23930	Indirect
Stock Option (right to buy)	$73.61	2029-03-26	Common Stock (12782)	12782	Indirect
Stock Option (right to buy)	$41.28	2027-03-27	Common Stock (17409)	17409	Direct
Stock Option (right to buy)	$61.72	2028-03-27	Common Stock (23929)	23929	Direct
Stock Option (right to buy)	$73.61	2029-03-26	Common Stock (38343)	38343	Direct

Footnotes

F1: On October 26, 2021, the Reporting Person and his spouse entered into a transmutation agreement pursuant to which the Reporting Person and his spouse agreed that 53,450 shares of the Issuer's common stock owned by the Reporting Person and his spouse as community property would be deemed to be the separate property of his spouse and 40,186 shares of the Issuer's common stock owned by the Reporting Person and his spouse as community property would be deemed to be the separate property of the Reporting Person.

F2: These securities are beneficially owned by the Reporting Person's spouse as separate property pursuant to the transmutation agreement referred to in footnote one. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

F3: This transaction involved a gift of shares by the Reporting Person's spouse, who is a member of the Reporting Person's immediate family, to Team Gracie Trust (the "Gracie Trust"). The Reporting Person is a co-trustee of the Gracie Trust. The Reporting Person and his children, all of whom are members of his immediate family, are the sole beneficiaries of the Gracie Trust.

F4: These securities are held by the Gracie Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F5: This transaction involved a gift of shares by the Reporting Person to Team Bear Trust (the "Bear Trust"). The Reporting Person's spouse, who is a member of his immediate family, is a co-trustee of the Bear Trust. The Reporting Person's spouse and children, all of whom are members of his immediate family, are the sole beneficiaries of the Trust.

F6: These securities are held by the Bear Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F7: The option is immediately exercisable.

F8: The option is exercisable as to 11,965 shares. The option will become exercisable as to the remaining 11,964 shares on March 27, 2022.

F9: The option is exercisable as to 12,781 shares. The option will become exercisable as to 12,781 shares annually on March 26 of 2022 and 2023.