X0306 4 2015-09-21 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 2015-09-21 4 M 0 14000 0.1 A 36000 D Common Stock 2015-09-21 4 S 0 9900 30.4915 D 26100 D Common Stock 2015-09-21 4 S 0 100 31.21 D 26000 D Stock Option (right to buy) 0.1 2015-09-21 4 M 0 14000 0 D 2017-06-20 Common Stock 14000 246000 D Stock Option (right to buy) 0.1 2018-05-22 Common Stock 20000 20000 D Stock Option (right to buy) 1.25 2015-08-05 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 exercise and subsequent sale reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 15, 2015. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.18 to $31.16, 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 this footnote (2) to this Form 4. The option is immediately exercisable. As previously reported in the reporting person's Form 3, the option grant had a $1.10 exercise price upon issuance. The $1.10 exercise price was automatically adjusted to $0.10 on August 4, 2014 as a result of the occurrence of an event specified in the terms of the option grant at the time of its issuance. The option is immediately exercisable. As previously reported in the reporting person's Form 3, the option grant had a $2.25 exercise price upon issuance. The $2.25 exercise price was automatically adjusted to $1.25 on August 4, 2014 as a result of the occurrence of an event specified in the terms of the option grant at the time of its issuance. The option becomes exercisable in four equal annual installments on March 26, 2016, 2017, 2018 and 2019. /s/ Darcy G. Mott 2015-09-23