X0306 4 2017-03-27 0 0001428336 HEALTHEQUITY INC HQY 0001614957 Dreier Ashley C/O HEALTHEQUITY, INC. 15 W. SCENIC POINTE DR., STE. 100 DRAPER UT 84020 0 1 0 0 Executive VP, CTO and CIO Common Stock 2017-03-27 4 A 0 5652 0 A 5652 D Stock Option (right to buy) 14 2017-03-27 4 A 0 2000 0 A 2024-07-30 Common Stock 2000 3000 D Stock Option (right to buy) 1.50 2023-05-09 Common Stock 62500 62500 D Stock Option (right to buy) 1.50 2023-05-09 Common Stock 100000 100000 D Stock Option (right to buy) 24.36 2026-03-23 Common Stock 65000 65000 D On June 30, 2014, the reporting person was granted an option to purchase 10,000 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 2,000 shares. The option is immediately exercisable. The option is immediately exercisable as to 37,500 shares. The option becomes exercisable as to the remaining 25,000 shares on May 9, 2017. The option is immediately exercisable as to 16,250 shares. The option becomes exercisable as to the remaining 48,750 shares in three equal installments on March 23, 2018, 2019 and 2020. The Power of Attorney given by Ms. Dreier was previously filed with the U.S. Securities & Exchange Commission on April 30, 2015 as an exhibit to a statement on Form 4 filed by Ms. Dreier with respect to HealthEquity, Inc. and is hereby incorporated by reference. /s/ Willkie Farr & Gallagher LLP, attorney-in-fact 2017-03-29