SEC Form 4 · accession 0001140361-16-072615
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
Jul 13, 2016
Accepted (ET)
Jul 15, 2016 · 6:13 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 | Jul 13, 2016 | M | 30,000 | $1.25 | A | 30,000 | D | |
| Common StockF2 | Jul 13, 2016 | S | 28,512 | $30.486 | D | 1,488 | D | |
| Common StockF3 | Jul 13, 2016 | S | 1,488 | $31.1745 | D | 0 | D | |
| Common StockF4 | holding | — | — | — | 865,285 | I | See footnote | |
| Common StockF5 | 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)F6 | $1.25 | Jul 13, 2016 | M | 30,000 | A | — | Aug 8, 2021 | Common Stock | 30,000 | 123,654 | D |
| Stock Option (right to buy)F6 | $14.00 | holding | — | — | — | — | Jul 30, 2024 | Common Stock | 20,000 | 20,000 | D |
Explanation of responses
- F1The option exercises and subsequent sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 16, 2015.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.10 to $31.09, 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 (2) and (3) to this Form 4.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.10 to $31.46, inclusive.
- F4Shares held of record by the Stephen and Christine Neeleman Trust.
- F5Shares 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.
- F6The option is immediately exercisable.
Remarks
The Power of Attorney given by Mr. Neeleman was previously filed with the U.S. Securities & Exchange Commission on April 5, 2016 as an exhibit to a statement on Form 4 filed by Mr. Neeleman with respect to HealthEquity, Inc. and is hereby incorporated by reference.