SEC Form 4 · accession 0001140361-16-090424

HEALTHEQUITY, INC. · HQY

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Manu S Rana

Director

Period of report

Dec 16, 2016

Accepted (ET)

Dec 20, 2016 · 8:44 pm EST

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^F1,F2	Dec 16, 2016	S	111,975	$41.2609	D	270,377	I	See footnote
Common Stock^F3,F2	Dec 16, 2016	S	48,025	$42.2246	D	222,352	I	See footnote
Common Stock^F4,F2	Dec 19, 2016	S	124,752	$40.1324	D	97,600	I	See footnote
Common Stock^F2	Dec 19, 2016	S	1,600	$41.01	D	96,000	I	See footnote
Common Stock^F5,F2	Dec 20, 2016	S	96,000	$40.1121	D	0	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	$21.27	holding	—	—	—	—	Feb 1, 2026	Common Stock	15,000	15,000	D
Restricted Stock Unit^F7,F8	—	holding	—	—	—	—	—	Common Stock	795	795	D
Stock Option (right to buy)^F9	$1.25	holding	—	—	—	—	Oct 25, 2021	Common Stock	7,500	7,500	D
Stock Option (right to buy)^F9	$1.25	holding	—	—	—	—	Apr 26, 2022	Common Stock	15,000	15,000	D
Stock Option (right to buy)^F9	$1.50	holding	—	—	—	—	May 9, 2023	Common Stock	15,000	15,000	D
Stock Option (right to buy)^F9	$14.00	holding	—	—	—	—	Jul 30, 2024	Common Stock	15,000	15,000	D
Stock Option (right to buy)^F9	$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 $40.97 to $41.96, inclusive. The reporting person undertakes to provide to the issuer, any securityholder 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), (3), (4) and (5) to this Form 4.
F2All securities are held of record by Financial Partners Fund I, L.P. ("FPF I"), a Delaware limited partnership. The reporting person is a managing principal of FPF I. The reporting person disclaims beneficial ownership of the securities held by FPF I except to the extent of his pecuniary interest therein.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.97 to $42.65, inclusive.
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.99 to $40.75, inclusive.
F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.07 to $40.325, inclusive.
F6The 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.
F7Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
F8The restricted stock units vested as to 397 shares on August 1, 2016 and will vest as to the remaining 398 shares on November 1, 2016. Vested shares will be delivered to the reporting person upon the earlier of a change of control of the issuer (as defined in the issuer's 2014 equity incentive plan), or the reporting person's termination of service (as defined in the issuer's 2014 equity incentive plan), or the reporting person's death.
F9The option is immediately exercisable.