SEC Form 4 · accession 0001140361-16-060291
HEALTHEQUITY, INC. · HQY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen Neeleman
Officer — Founder and Vice Chairman · Director
Period of report
Mar 28, 2016
Accepted (ET)
Apr 5, 2016 · 4:56 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 Stock | Mar 28, 2016 | G | 796,814 | $0.00 | D | 0 | D | |
| Common StockF1 | Mar 28, 2016 | G | 796,814 | $0.00 | A | 796,814 | I | See Footnote |
| Common Stock | Mar 28, 2016 | G | 68,471 | $0.00 | D | 0 | I | By wife |
| Common StockF1 | Mar 28, 2016 | G | 68,471 | $0.00 | A | 865,285 | I | See Footnote |
| Common StockF2 | holding | — | — | — | 450,000 | I | See Footnote |
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 | $14.00 | holding | — | — | — | — | Jul 30, 2024 | Common Stock | 20,000 | 20,000 | D |
| Stock Option (right to buy)F3 | $1.25 | holding | — | — | — | — | Aug 8, 2021 | Common Stock | 213,654 | 213,654 | D |
Explanation of responses
- F1The reporting person is filing this Form 4 on a voluntary basis. On March 28, 2016, the reporting person transferred 796,814 directly owned shares of common stock of the issuer to the Stephen and Christine Neeleman Trust (the "Trust"), of which the reporting person and his wife are trustees and beneficiaries. At the same time, the reporting person's wife transferred to the Trust 68,471 shares of common stock of the issuer, which the reporting person previously reported as owned indirectly through his wife. The reporting person remains an indirect beneficial owner of all such transferred shares.
- F2Shares 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.
- F3The option is immediately exercisable.
Remarks
Exhibit List: Exhibit 24 - Power of Attorney