SEC Form 4 · accession 0001140361-17-025511
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
Jun 15, 2017
Accepted (ET)
Jun 19, 2017 · 6:40 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 | Jun 15, 2017 | M | 1,000 | $14.00 | A | 1,000 | D | |
| Common StockF2 | Jun 15, 2017 | S | 1,000 | $50.3948 | D | 0 | D | |
| Common StockF4,F5 | Jun 15, 2017 | S | 1,925 | $50.278 | D | 748,360 | I | See footnote |
| Common StockF6,F5 | Jun 15, 2017 | S | 575 | $50.8091 | D | 747,785 | I | See footnote |
| Common StockF8,F9 | Jun 15, 2017 | S | 3,736 | $50.2621 | D | 269,264 | I | See footnote |
| Common StockF10,F9 | Jun 15, 2017 | S | 1,264 | $50.807 | D | 268,000 | I | See footnotes |
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)F11 | $14.00 | Jun 15, 2017 | M | 1,000 | A | — | Jul 30, 2024 | Common Stock | 1,000 | 43,000 | D |
| Stock Option (right to buy)F12 | $41.28 | holding | — | — | — | — | Mar 27, 2027 | Common Stock | 19,897 | 19,897 | D |
| Stock Option (right to buy)F11 | $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.
- F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.78 to $50.97, inclusive.
- F11The option is immediately exercisable.
- F12The option becomes exercisable in three annual installments of 4,974 shares on March 27, 2018, 2019, and 2020 and in one installment of 4,975 shares on March 27, 2021.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.97 to $50.94, 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), (4), (6), (8) and (10) to this Form 4.
- F3This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Stephen and Christine Neeleman Trust on December 13, 2016.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.73 to $50.69, inclusive.
- F5Shares held of record by the Stephen and Christine Neeleman Trust.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.76 to $50.95, inclusive.
- F7This 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.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.73 to $50.68, inclusive.
- F9Shares 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.