X0306 4 2016-12-09 0 0001428336 HEALTHEQUITY INC HQY 0001179972 MOTT DARCY G C/O HEALTHEQUITY, INC. 15 W. SCENIC POINTE DR., STE. 100 DRAPER UT 84020 0 1 0 0 Executive VP and CFO Common Stock 2016-12-09 4 S 0 30000 40.8779 D 52000 D Stock Option (right to buy) .1 2017-06-20 Common Stock 50000 50000 D Stock Option (right to buy) 14 2024-07-30 Common Stock 10000 10000 D Stock Option (right to buy) 0.1 2018-05-22 Common Stock 20000 20000 D Stock Option (right to buy) 1.25 2021-08-08 Common Stock 125000 125000 D Stock Option (right to buy) 25.39 2025-03-26 Common Stock 25000 25000 D The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.56 to $41.25, 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 range set forth in this footnote (2) to this Form 4. The option is immediately exercisable. The option became exercisable as to 6,250 shares on March 26, 2016. The remaining shares become exercisable in three equal annual installments of 6,250 shares on March 26, 2017, 2018 and 2019. /s/ Darcy G. Mott 2016-12-12