SEC Form 4 · accession 0001140361-15-035543
HEALTHEQUITY, INC. · HQY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael O Leavitt
Director
Period of report
Sep 16, 2015
Accepted (ET)
Sep 18, 2015 · 7:56 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,F2 | Sep 16, 2015 | S | 64,818 | $29.7404 | D | 94,885 | I | See footnote |
| Common StockF3,F2 | Sep 17, 2015 | S | 28,885 | $30.001 | D | 66,000 | 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)F4 | $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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.60 to $30.00, 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 footnotes (1) and (3) to this Form 4.
- F2Shares held directly by 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.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.02, inclusive.
- F4The 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.