HEALTHEQUITY, INC. — Director's Dealing 2021

Apr 1, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEALTHEQUITY, INC. (HQY)
CIK: 0001428336
Period of Report: 2021-03-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-30	Common Stock	A	7463	—	Acquired	37347	Direct
2021-03-30	Common Stock	A	6465	—	Acquired	43812	Direct
2021-03-31	Common Stock	F	641	$67.5022	Disposed	43171	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	575735	Indirect
Common Stock	203000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$14	2024-07-30	Common Stock (140000)	140000	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: Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. The restricted stock units will vest as to 1,866 shares annually on March 30, 2022, 2023 and 2024. The remaining 1,865 restricted stock units vest on March 30, 2025.

F2: 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 6,465 shares on March 30, 2021.

F3: 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.

F4: Shares held of record by the Stephen and Christine Neeleman Trust.

F5: 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.

F6: The option is immediately exercisable.

F7: The option is exercisable as to 10,671 shares. The remaining 3,557 options become exercisable on March 27, 2022.

F8: The option is exercisable as to 7,219 shares. The remaining options vest as to 3,384 shares on each of March 27, 2022 and 2023.