SEC Form 4 · accession 0001140361-17-012638

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

Mar 15, 2017

Accepted (ET)

Mar 17, 2017 · 6:06 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	Mar 15, 2017	M	1,000	$14.00	A	1,000	D
Common Stock^F2	Mar 15, 2017	S	700	$45.5057	D	300	D
Common Stock^F3	Mar 15, 2017	S	300	$46.00	D	0	D
Common Stock^F5,F6	Mar 15, 2017	S	2,000	$45.6018	D	845,785	I	See footnote
Common Stock^F7,F6	Mar 15, 2017	S	500	$45.99	D	845,285	I	See footnote
Common Stock^F9,F10	Mar 15, 2017	S	3,900	$45.6088	D	381,100	I	See footnote
Common Stock^F11,F10	Mar 15, 2017	S	31,453	$46.0262	D	349,647	I	See footnote
Common Stock^F12,F10	Mar 16, 2017	S	1,316	$46.2409	D	348,331	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)^F13	$14.00	Mar 15, 2017	M	1,000	D	—	Jul 30, 2024	Common Stock	1,000	6,000	D
Stock Option (right to buy)^F13	$1.25	holding	—	—	—	—	Aug 8, 2021	Common Stock	654	654	D

Explanation of responses

F1The option exercises and subsequent sale reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 13, 2016.
F10Shares held of record by Family Holdings. 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.
F11The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.94 to $46.11, inclusive.
F12The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.00 to $46.55, inclusive.
F13The option is immediately exercisable.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.94 to $45.86, 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 (2), (3), (5), (7), (9), (11) and (12) 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 $45.96 to $46.05, inclusive.
F4This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Stephen and Christine Neeleman Trust on December 13, 2016.
F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.94 to $45.93, inclusive.
F6Shares held of record by the Stephen and Christine Neeleman Trust.
F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.96 to $46.07, inclusive.
F8This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by Neeleman Family Holdings, LLC ("Family Holdings"), a Utah limited liability company, on December 13, 2016.
F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.94 to $45.93, inclusive.