SEC Form 4 · accession 0001140361-17-038103
HEALTHEQUITY, INC. · HQY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Frank Medici
Director
Period of report
Oct 5, 2017
Accepted (ET)
Oct 10, 2017 · 8:57 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 StockF1,F2 | Oct 5, 2017 | S | 286,512 | $51.9624 | D | 7,059,665 | I | See footnote |
| Common StockF3,F2 | Oct 6, 2017 | S | 29,032 | $51.968 | D | 7,030,633 | I | See footnote |
| Common StockF4,F2 | Oct 9, 2017 | S | 1,100 | $51.9514 | D | 7,029,533 | I | See footnote |
| Common Stock | holding | — | — | — | 6,381 | D |
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)F5 | $21.27 | holding | — | — | — | — | Feb 1, 2026 | Common Stock | 15,000 | 15,000 | 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
- F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.96 to $52.00, 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 (1), (3) and (4) to this Form 4.
- F2These 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. Berkley Capital is an indirect, wholly owned subsidiary of W. R. Berkley Corporation, a Delaware corporation ("W. R. Berkley"), and as such beneficial ownership of all securities held of record by Berkley Investors may be deemed attributable to W. R. Berkley. The reporting person is President of Berkley Capital. The reporting person disclaims beneficial ownership of the securities held of record 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.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.95 to $51.98, inclusive.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.91 to $52.13, inclusive.
- F5The option is immediately exercisable.
Remarks
The Power of Attorney given by Mr. Medici was previously filed with the U.S. Securities & Exchange Commission on February 3, 2017, as an exhibit to a statement on Form 4 filed by Mr. Medici with respect to HealthEquity, Inc. and is hereby incorporated by reference.