SEC Form 4 · accession 0001179110-18-004916
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 27, 2018
Accepted (ET)
Mar 29, 2018 · 4:29 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 | holding | — | — | — | 0 | D | ||
| Common StockF1 | holding | — | — | — | 733,285 | I | See footnote | |
| Common StockF2 | holding | — | — | — | 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)F4,F5 | $14.00 | Mar 27, 2018 | A | 60,000 | A | — | Jul 30, 2024 | Common Stock | 60,000 | 100,000 | D |
| Stock Option (right to buy)F6 | $61.72 | Mar 27, 2018 | A | 14,228 | A | — | Mar 27, 2028 | Common Stock | 14,228 | 14,228 | D |
| Stock Option (right to buy)F3 | $41.28 | holding | — | — | — | — | Mar 27, 2027 | Common Stock | 19,897 | 19,897 | D |
| Stock Option (right to buy)F5 | $1.25 | holding | — | — | — | — | Aug 8, 2021 | Common Stock | 654 | 654 | D |
Explanation of responses
- F1Shares held of record by the Stephen and Christine Neeleman Trust.
- F2Shares held of record by Neeleman Family Holdings, LLC ("Family Holdings"), a Utah limited liability company. 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.
- F3The option is exercisable as to 4,974 shares. The option becomes exercisable as to the remaining shares in two annual installments of 4,974 shares on March 27, 2019 and 2020, and in one installment of 4,975 shares on March 27, 2021.
- F4On June 30, 2014, the reporting person was granted an option to purchase 200,000 shares of common stock. The option vests in annual installments based on the issuer's satisfaction of certain performance criteria for each of the fiscal years ending January 31, 2016 (10%), 2017 (20%), 2018 (30%) and 2019 (40%). The performance criteria for 2018 were met, resulting in the vesting of the option as to 60,000 shares.
- F5The option is immediately exercisable.
- F6The option becomes exercisable in four equal installments of 3,557 shares on March 27, 2019, 2020, 2021, and 2022.