SEC Form 4 · accession 0001140361-17-035944
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
Sep 15, 2017
Accepted (ET)
Sep 19, 2017 · 7:13 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 | Sep 15, 2017 | M | 1,000 | $14.00 | A | 1,000 | D | |
| Common StockF2 | Sep 15, 2017 | S | 1,000 | $45.1459 | D | 0 | D | |
| Common StockF4,F5 | Sep 15, 2017 | S | 2,400 | $45.2171 | D | 740,385 | I | See footnote |
| Common StockF5 | Sep 15, 2017 | S | 100 | $45.98 | D | 740,285 | I | See footnote |
| Common StockF7,F8 | Sep 15, 2017 | S | 4,725 | $45.2086 | D | 253,275 | I | See footnote |
| Common StockF9,F8 | Sep 15, 2017 | S | 275 | $45.9784 | D | 253,000 | 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)F10 | $14.00 | Sep 15, 2017 | M | 1,000 | D | — | Jul 30, 2024 | Common Stock | 1,000 | 40,000 | D |
| Stock Option (right to buy)F11 | $41.28 | holding | — | — | — | — | Mar 27, 2027 | Common Stock | 19,897 | 19,897 | D |
| Stock Option (right to buy)F10 | $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 option is immediately exercisable.
- F11The 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 $44.86 to $45.74, 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), (7) and (9) 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 $44.85 to $45.84, inclusive.
- F5Shares held of record by the Stephen and Christine Neeleman Trust.
- F6This 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.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.84 to $45.80, inclusive.
- F8Shares 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.
- F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.93 to $46.00, inclusive.
Remarks
The Power of Attorney given by Mr. Neeleman was previously filed with the U.S. Securities & Exchange Commission on March 3, 2017 as an exhibit to a statement on Form 4 filed by Mr. Neeleman with respect to HealthEquity, Inc. and is hereby incorporated by reference.