SEC Form 4 · accession 0001179110-18-001585
HEALTHEQUITY, INC. · HQY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Frank Medici
Director
Period of report
Feb 1, 2018
Accepted (ET)
Feb 5, 2018 · 8:27 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 StockF2 | Feb 1, 2018 | A | 3,273 | $0.00 | A | 9,654 | D | |
| Common StockF3 | Feb 1, 2018 | A | 1,091 | $0.00 | A | 10,745 | D | |
| Common StockF1 | holding | — | — | — | 6,354,661 | 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)F4 | $21.27 | holding | — | — | — | — | Feb 1, 2026 | Common Stock | 15,000 | 15,000 | D |
| Stock Option (right to buy)F4 | $14.00 | holding | — | — | — | — | Jul 30, 2024 | Common Stock | 22,500 | 22,500 | D |
| Stock Option (right to buy)F4 | $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. 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.
- F2Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. The restricted stock units vest as to 1,636 shares on the date of the issuer's annual stockholder meeting held in the current fiscal year; the remainder will vest on January 31, 2019. 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.
- F3Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. The restricted stock units vested as to 272 shares on February 1, 2018. The remaining restricted stock units vest in three equal installments of 273 shares on May 1, 2018; August 1, 2018; and November 1, 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.
- F4The 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.