SEC Form 4 · accession 0001140361-15-035243
HEALTHEQUITY, INC. · HQY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael O Leavitt
Director
Period of report
Sep 14, 2015
Accepted (ET)
Sep 16, 2015 · 8:46 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001428336
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 8, 2015 | J | 154,000 | $0.00 | D | 201,000 | I | See footnote |
| Common StockF1,F2 | Sep 14, 2015 | S | 41,297 | $30.5711 | D | 159,703 | I | See footnote |
| Common Stock | holding | — | — | — | 30,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F3 | $25.39 | holding | — | — | — | — | Mar 26, 2025 | Common Stock | 15,000 | 15,000 | D |
| Stock Option (right to buy) | $14.00 | holding | — | — | — | Jan 31, 2015 | Jul 30, 2024 | Common Stock | 15,000 | 15,000 | D |
Explanation of responses
- F1The reporting person did not sell any shares of common stock of the issuer on April 8, 2015. In a prior report, the reporting person reported indirect beneficial ownership of 355,000 shares of common stock of the issuer held by Leavitt Partners, LLC, a Utah limited liability company ("Leavitt Partners"). Subsequent to the prior report, Leavitt Partners effected a pro rata distribution of the 355,000 shares of the issuer held by Leavitt Partners to its members (the "Distribution"). In connection with the Distribution, on April 8, 2015, 201,000 shares of the issuer were distributed to Third Chapter, Inc. ("Third Chapter"), an entity controlled by the reporting person. The reporting person disclaims beneficial ownership of the shares held by Third Chapter 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 Third Chapter for any other purposes.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.43 to $30.77, 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 ranges set forth in this footnote (2) to this Form 4.
- F3The option became exercisable as to 7,500 shares upon the reporting person's reelection to the issuer's board of directors at the issuer's 2015 Annual Meeting of Stockholders held on June 24, 2015. The remaining 7,500 shares will become exercisable on January 31, 2016; provided, that the reporting person continues to serve as a director of the issuer through such date.
Remarks
The Power of Attorney given by Mr. Leavitt was previously filed with the U.S. Securities & Exchange Commission on June 26, 2015 as an exhibit to a statement on Form 4 filed by Mr. Leavitt with respect to HealthEquity, Inc. and is hereby incorporated by reference.