X0306 4 2017-03-27 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 68000 D Stock Option (right to buy) 41.28 2017-03-27 4 A 0 19897 0 A 2027-03-27 Common Stock 19897 19897 D Stock Option (right to buy) 14 2017-03-27 4 A 0 20000 0 A 2024-07-30 Common Stock 20000 30000 D Stock Option (right to buy) .1 2018-05-22 Common Stock 14000 14000 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 option becomes exercisable in three annual installments of 4,974 shares on March 27, 2018, 2019, and 2020 and in one installment of 4,975 shares on March 27, 2021. On June 30, 2014, the reporting person was granted an option to purchase 100,000 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 2017 were met, resulting in the vesting of the option as to 20,000 shares. The option is immediately exercisable. The option became exercisable as to 6,250 shares on each of March 26, 2016 and 2017. The remaining shares become exercisable in two equal annual installments of 6,250 shares on March 26, 2018 and 2019. /s/ Darcy G. Mott 2017-03-29