SEC Form 4 · accession 0001179110-18-006594

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

May 8, 2018

Accepted (ET)

May 10, 2018 · 8:38 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	May 8, 2018	M	654	$1.25	A	654	D
Common Stock	May 8, 2018	M	17,185	$14.00	A	17,839	D
Common Stock^F2	May 8, 2018	S	17,818	$69.5873	D	21	D
Common Stock	May 8, 2018	S	21	$70.25	D	0	D
Common Stock^F4,F5	May 8, 2018	S	65,744	$69.5873	D	667,541	I	See footnote
Common Stock^F5	May 8, 2018	S	74	$70.25	D	667,467	I	See footnote
Common Stock^F7,F8	May 8, 2018	S	21,915	$69.5873	D	231,085	I	See footnote
Common Stock^F8	May 8, 2018	S	24	$70.25	D	231,061	I	See footnote
Common Stock	May 9, 2018	M	13,926	$14.00	A	13,926	D
Common Stock^F9	May 9, 2018	S	10,829	$70.1515	D	3,097	D
Common Stock^F10	May 9, 2018	S	3,097	$70.656	D	0	D
Common Stock^F11,F5	May 9, 2018	S	39,954	$70.1516	D	627,513	I	See footnote
Common Stock^F12,F5	May 9, 2018	S	11,426	$70.6559	D	616,087	I	See footnote
Common Stock^F13,F8	May 9, 2018	S	13,318	$70.1515	D	217,743	I	See footnote
Common Stock^F14,F8	May 9, 2018	S	3,809	$70.6559	D	213,934	I	See footnote
Common Stock	May 10, 2018	M	8,889	$14.00	A	8,889	D
Common Stock^F15	May 10, 2018	S	8,889	$70.2062	D	0	D
Common Stock^F16,F5	May 10, 2018	S	32,802	$70.2062	D	583,285	I	See footnote
Common Stock^F17,F8	May 10, 2018	S	10,934	$70.2062	D	203,000	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)^F18	$1.25	May 8, 2018	M	654	D	—	Aug 8, 2021	Common Stock	654	0	D
Stock Option (right to buy)^F18	$14.00	May 8, 2018	M	17,185	D	—	Jul 30, 2024	Common Stock	17,185	82,815	D
Stock Option (Right to Buy)^F18	$14.00	May 9, 2018	M	13,926	D	—	Jul 30, 2024	Common Stock	13,926	68,889	D
Stock Option (right to buy)^F18	$14.00	May 10, 2018	M	8,889	D	—	Jul 30, 2024	Common Stock	8,889	60,000	D
Stock Option (right to buy)^F19	$41.28	holding	—	—	—	—	Mar 27, 2027	Common Stock	19,897	19,897	D
Stock Option (right to buy)^F20	$61.72	holding	—	—	—	—	Mar 27, 2028	Common Stock	14,228	14,228	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 March 23, 2018.
F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.54 to $70.89, inclusive.
F11The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.54 to $70.53, inclusive.
F12The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.54 to $70.89, inclusive.
F13The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.54 to $70.53, inclusive.
F14The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.54 to $70.89, inclusive.
F15The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.64 to $70.58, inclusive.
F16The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.64 to $70.58, inclusive.
F17The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.64 to $70.58, inclusive.
F18The option is immediately exercisable.
F19The 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.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.21 to $70.14, 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), (9), (10), (11), (12), (13), (14), (15), (16) and (17) to this Form 4.
F20The option becomes exercisable in four equal installments of 3,557 shares on March 27, 2019, 2020, 2021, and 2022.
F3This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Stephen and Christine Neeleman Trust on March 23, 2018.
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.21 to $70.14, 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, a Utah limited liability company, on March 23, 2018.
F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.21 to $70.14, inclusive.
F8Shares 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.
F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.54 to $70.53, 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.