SEC Form 4 · accession 0001140361-17-004433
HEALTHEQUITY, INC. · HQY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Frank Medici
Director
Period of report
Feb 1, 2017
Accepted (ET)
Feb 3, 2017 · 8:57 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 StockF1 | holding | — | — | — | 8,763,266 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F3 | — | Feb 1, 2017 | A | 1,185 | A | — | — | Common Stock | 1,185 | 1,185 | D |
| Restricted Stock UnitsF2,F4 | — | Feb 1, 2017 | A | 3,556 | A | — | — | Common Stock | 3,556 | 3,556 | D |
| Stock Option (right to buy)F5 | $21.27 | holding | — | — | — | — | Feb 1, 2026 | Common Stock | 15,000 | 15,000 | D |
| Restricted Stock UnitsF2,F6 | — | holding | — | — | — | — | — | Common Stock | 1,640 | 1,640 | D |
| Stock Option (right to buy)F5 | $14.00 | holding | — | — | — | — | Jul 30, 2024 | Common Stock | 22,500 | 22,500 | D |
| Stock Option (right to buy)F5 | $25.39 | holding | — | — | — | — | Mar 26, 2025 | Common Stock | 15,000 | 15,000 | D |
Explanation of responses
- F1These 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.
- F2Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
- F3The restricted stock units vested as to 296 shares on February 1, 2017. The remaining restricted stock units vest in two equal installments of 296 shares on May 1, 2017 and August 1, 2017, and as to 297 shares on November 1, 2017. 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, unless such event does not occur during an "open window period," in which case the shares will be delivered promptly following the first day of the next "open window period."
- F4The restricted stock units will vest as to 1,778 shares on the date of the issuer's annual stockholder meeting, if any, held in the current fiscal year; the remainder will vest on January 31, 2018. 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, unless such event does not occur during an "open window period," in which case the shares will be delivered promptly following the first day of the next "open window period."
- F5The option is immediately exercisable.
- F6The restricted stock units are fully vested. The vested shares will be delivered to the reporting person on January 1, 2020, unless such date does not occur during an "open window period," in which case the shares will be delivered promptly following the first day of the next "open window period."
Remarks
Exhibit List: Exhibit 24 - Power of Attorney