X0306 4 2016-12-12 0 0001428336 HEALTHEQUITY INC HQY 0001163402 DILLON ADRIAN T C/O HEALTHEQUITY, INC. 15 W. SCENIC POINTE DR., STE. 100 DRAPER UT 84020 1 0 0 0 Common Stock 2016-12-12 4 M 0 308 0 A 513 D Common Stock 2017-02-01 4 A 0 215 0 A 728 D Restricted Stock Units 2016-12-12 4 M 0 308 0 D Common Stock 308 0 D Restricted Stock Units 2017-02-01 4 A 0 647 0 A Common Stock 647 647 D Restricted Stock Units 2017-02-01 4 A 0 1778 0 A Common Stock 1778 1778 D Stock Option (right to buy) 46.40 2017-02-01 4 A 0 4837 0 A 2027-02-01 Common Stock 4837 4837 D Restricted Stock Unit Common Stock 2538 2538 D Stock Option (right to buy) 32.5 2026-09-01 Common Stock 7632 7632 D Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. The restricted stock units vested on November 1, 2016 and were delivered to the reporting person on December 12, 2016. The restricted stock units vest as to 215 shares on May 1, 2017 and in two equal installments of 216 shares on August 1, 2017 and November 1, 2017. Vested shares will be delivered to the reporting person upon vesting, unless such vesting does not occur during an "open window period," in which case the shares will be delivered promptly following the first day of the next "open window period." The restricted stock units vest as to 889 shares on the date of the issuer's annual stockholder meeting, if any, held in the current fiscal year; the remainder will vest on January 31, 2018. Vested shares will be delivered to the reporting person upon vesting, unless such vesting does not occur during an "open window period," in which case the shares will be delivered promptly following the first day of the next "open window period." The option becomes exercisable as to 2,418 shares on the date of the issuer's annual stockholder meeting, if any, held in the current fiscal year; the remainder will become exercisable on January 31, 2018. The restricted stock units vest in three equal annual installments of 846 shares on September 1, 2017, 2018, and 2019. Vested shares will be delivered to the reporting person upon vesting, unless such vesting does not occur during an "open window period," in which case the shares will be delivered promptly following the first day of the next "open window period." The option becomes exercisable in three equal annual installments of 2,544 shares on September 1, 2017, 2018, and 2019. Exhibit List: Exhibit 24 - Power of Attorney /s/ DELANO W. LADD, attorney-in-fact 2017-02-03