SEC Form 4 · accession 0001140361-16-072623
HEALTHEQUITY, INC. · HQY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ian Sacks
Director
Period of report
Jul 13, 2016
Accepted (ET)
Jul 15, 2016 · 6:17 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 | Jul 13, 2016 | S | 50,000 | $30.3767 | D | 223,417 | D | |
| Common StockF2 | Jul 14, 2016 | S | 25,000 | $30.28 | D | 198,417 | D | |
| Common StockF3 | Jul 15, 2016 | S | 25,000 | $30.0393 | D | 173,417 | 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 | $21.27 | holding | — | — | — | — | Feb 1, 2026 | Common Stock | 15,000 | 15,000 | D |
| Restricted Stock UnitsF5,F6 | — | holding | — | — | — | — | — | Common Stock | 1,342 | 1,342 | D |
| Stock Option (right to buy)F7 | $14.00 | holding | — | — | — | — | Jul 30, 2024 | Common Stock | 15,000 | 15,000 | D |
| Stock Option (right to buy)F7 | $25.39 | holding | — | — | — | — | Mar 26, 2025 | 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 $30.07 to $31.03, 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), (2) and (3) to this Form 4.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.11 to $30.50, inclusive.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.95 to $30.24, 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 2016 Annual Meeting of Stockholders held on June 23, 2016. The remaining 7,500 shares will become exercisable on January 31, 2017; provided, that the reporting person continues to serve as a director of the issuer through such date.
- F5Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
- F6The restricted stock units vested as to 447 shares on May 1, 2016. The remaining restricted stock units vest as to 447 shares on August 1, 2016 and as to 448 shares on November 1, 2016. Vested shares will be delivered to the reporting person on January 1, 2018.
- F7These options are immediately exercisable.
Remarks
The Power of Attorney given by Mr. Sacks 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. Sacks with respect to HealthEquity, Inc. and is hereby incorporated by reference.