X0306 4 2017-02-01 0 0001428336 HEALTHEQUITY INC HQY 0001536118 LEAVITT MICHAEL O C/O HEALTHEQUITY, INC. 15 W. SCENIC POINTE DR., STE. 100 DRAPER UT 84020 1 0 0 0 Common Stock 2017-02-01 4 A 0 215 0 A 30215 D Common Stock 13767 I See footnote Restricted Stock Unit 2017-02-01 4 A 0 647 0 A Common Stock 647 647 D Stock Option (right to buy) 46.40 2017-02-01 4 A 0 9675 0 A 2027-02-01 Common Stock 9675 9675 D Stock Option (right to buy) 21.27 2026-02-01 Common Stock 15000 15000 D Stock Option (right to buy) 25.39 2025-03-26 Common Stock 15000 15000 D Stock Option (right to buy) 14 2024-07-30 Common Stock 15000 15000 D Shares held directly by Third Chapter, Inc. ("Third Chapter"), an entity controlled by the reporting person. The reporting person disclaims beneficial ownership of the shares held by Third Chapter 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 Third Chapter for any other purposes. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. The restricted stock units vest as to 215 shares on May 1, 2017 and in two equal installments of 216 shares on August 1, 2017 and November 1, 2017. Vested shares will be delivered to the reporting person upon vesting, unless such vesting does not occur during an "open window period," in which case the shares will be delivered promptly following the first day of the next "open window period." The option becomes exercisable as to 4,837 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 is immediately exercisable. Exhibit List: Exhibit 24 - Power of Attorney /s/ Delano W. Ladd, attorney-in-fact 2017-02-03