SEC Form 4 · accession 0001140361-16-079940
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
Sep 13, 2016
Accepted (ET)
Sep 15, 2016 · 6:53 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 | Sep 13, 2016 | M | 30,000 | $1.25 | A | 30,000 | D | |
| Common StockF2 | Sep 13, 2016 | S | 26,635 | $33.1684 | D | 3,365 | D | |
| Common StockF3 | Sep 13, 2016 | S | 3,365 | $33.6725 | D | 0 | D | |
| Common StockF4 | Sep 14, 2016 | G | 15,000 | $0.00 | D | 850,285 | 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 | Sep 13, 2016 | M | 30,000 | D | — | Aug 8, 2021 | Common Stock | 30,000 | 63,654 | 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 $32.65 to $33.64, 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 range set forth in this 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 $33.65 to $33.72, 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.