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: Kessler Jon (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-30	Common Stock	A	21746	—	Acquired	277461	Direct

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)	$14.00	2024-07-30	Common Stock (160000)	160000	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: 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 21,746 shares on March 30, 2021.

F2: 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.

F3: The option is immediately exercisable.

F4: 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.

F5: 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.