X0306 4 2017-04-03 0 0001428336 HEALTHEQUITY INC HQY 0001615062 Kessler Jon 15 W. SCENIC POINTE DR., STE. 100 DRAPER UT 84020 1 1 0 0 President and CEO Common Stock 2017-04-03 4 M 0 20000 1.25 A 440000 D Common Stock 2017-04-03 4 S 0 20000 41.8534 D 420000 D Common Stock 2017-04-04 4 M 0 10000 1.25 A 430000 D Common Stock 2017-04-04 4 S 0 10000 43.0104 D 420000 D Stock Option (right to buy) 1.25 2017-04-03 4 M 0 20000 0 D 2021-08-08 Common Stock 20000 245000 D Stock Option (right to buy) 1.25 2017-04-04 4 M 0 10000 0 D 2021-08-08 Common Stock 10000 235000 D Stock Option (right to buy) 41.28 2027-03-27 Common Stock 69639 69639 D Stock Option (right to buy) 14 2024-07-30 Common Stock 120000 120000 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 December 9, 2016. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.52 to $42.43, 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) and (3) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.95 to $43.14, inclusive. The option is immediately exercisable. The option becomes exercisable as to 17,409 shares on March 27, 2018 and in three annual installments of 17,410 shares on March 27, 2019, 2020 and 2021. /s/ Jon Kessler 2017-04-05