SEC Form 4 · accession 0001140361-16-083616
HEALTHEQUITY, INC. · HQY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Frank Medici
Director
Period of report
Oct 25, 2016
Accepted (ET)
Oct 26, 2016 · 3:37 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 | Oct 25, 2016 | S | 2,205,884 | $35.85 | D | 9,763,266 | 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 | $21.27 | holding | — | — | — | — | Feb 1, 2026 | Common Stock | 15,000 | 15,000 | D |
| Restricted Stock UnitsF4,F5 | — | holding | — | — | — | — | — | Common Stock | 1,640 | 1,640 | D |
| Stock Option (right to buy)F6 | $14.00 | holding | — | — | — | — | Jul 30, 2024 | Common Stock | 22,500 | 22,500 | D |
| Stock Option (right to buy)F6 | $25.39 | holding | — | — | — | — | Mar 26, 2025 | Common Stock | 15,000 | 15,000 | D |
Explanation of responses
- F1Price of $35.85 does not reflect underwriter discount or fees.
- F2These securities are held of record by Berkley Capital Investors, L.P., a Delaware limited partnership ("Berkley Investors"). Berkley Capital, LLC, a Delaware limited liability company ("Berkley Capital") is the general partner of Berkley Investors. The reporting person is President of Berkley Capital and as such holds the sole voting and dispositive power over the shares held by Berkley Investors. The reporting person disclaims beneficial ownership of the securities held by Berkley Investors and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for Section 16 or any other purposes.
- F3The 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.
- F4Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
- F5The restricted stock units vested as to 546 shares on May 1, 2016. The remaining restricted stock units vest in two equal installments of 547 shares on August 1, 2016 and November 1, 2016. Vested shares will be delivered to the reporting person on January 1, 2020.
- F6The option is immediately exercisable.