X0306 4 2017-03-30 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 2017-03-30 4 P 0 5000 40.5273 A 10691 D Stock Option (right to buy) 46.40 2027-02-01 Common Stock 4837 4837 D Stock Option (right to buy) 32.5 2026-09-01 Common Stock 7632 7632 D The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $40.5175 to $40.5397, 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 purchased at each separate price within the range set forth in this footnote (1) to this Form 4. Includes 4,963 shares underlying restricted stock units previously reported in Table II. 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 option becomes exercisable in three equal annual installments of 2,544 shares on September 1, 2017, 2018, and 2019. The Power of Attorney given by Mr. Dillon was previously filed with the U.S. Securities & Exchange Commission on September 6, 2016 as an exhibit to a statement on Form 3 filed by Mr. Dillon with respect to HealthEquity, Inc. and is hereby incorporated by reference. /s/ DELANO W. LADD, attorney-in-fact 2017-04-03