X0306 4 2017-02-15 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 2017-02-15 4 M 0 33000 1.25 A 33000 D Common Stock 2017-02-15 4 M 0 13000 14 A 46000 D Common Stock 2017-02-15 4 S 0 46000 43.8426 D 0 D Common Stock 2017-02-15 4 S 0 2500 43.8522 D 847785 I See footnote Common Stock 2017-02-15 4 S 0 44784 43.8837 D 405216 I See footnote Stock Option (right to buy) 1.25 2017-02-15 4 M 0 33000 0 D 2021-08-08 Common Stock 33000 654 D Stock Option (right to buy) 14 2017-02-15 4 M 0 13000 0 D 2024-07-30 Common Stock 13000 7000 D The option exercises and subsequent sale reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 13, 2016. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.45 to $44.19, 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 footnotes (2), (4) and (7) to this Form 4. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Stephen and Christine Neeleman Trust on December 13, 2016. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.49 to $44.15, inclusive. Shares held of record by the Stephen and Christine Neeleman Trust. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by Neeleman Family Holdings, LLC ("Family Holdings"), a Utah limited liability company, on December 13, 2016. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.44 to $44.25, inclusive. Shares held of record by Family Holdings. 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 2017-02-17