X0306 4 2016-01-04 0 0001428336 HEALTHEQUITY INC HQY 0001614838 Neeleman Stephen C/O HEALTHEQUITY, INC. 15 W. SCENIC POINTE DR., STE. 100 DRAPER UT 84020 1 1 0 0 Founder and Vice Chairman Common Stock 2016-01-04 4 M 0 11346 1.25 A 808160 D Common Stock 2016-01-04 4 S 0 11346 25.0327 D 796814 D Common Stock 450000 I See footnote Common Stock 68471 I By wife Stock Option (right to buy) 1.25 2016-01-04 4 M 0 11346 0 D 2021-08-08 Common Stock 11346 213654 D The option exercises and subsequent sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 16, 2015. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.00 to $25.12, 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 footnote (2) to this Form 4. Shares held of record by Neeleman Family Holdings, LLC ("Family Holdings"), a Utah limited liability company. The reporting person is the manager of Family Holdings. The reporting person disclaims beneficial ownership of the shares held by Family Holdings except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of the shares held by Family Holdings for any other purposes. The option is immediately exercisable. /s/ Stephen Neeleman 2016-01-05