Sec Form 4 Filing - Dreier Ashley @ HEALTHEQUITY INC - 2017-03-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Dreier Ashley 2. Issuer Name and Ticker or Trading Symbol HEALTHEQUITY INC [ HQY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive VP, CTO and CIO (Last) (First) (Middle) C/O HEALTHEQUITY, INC., 15 W. SCENIC POINTE DR., STE. 100 3. Date of Earliest Transaction (MM/DD/YY) 03/27/2017 (Street) DRAPER, UT84020 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/27/2017 A 5,652 A $ 0 5,652 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 14 03/27/2017 A 2,000 ( 1 ) ( 2 ) 07/30/2024 Common Stock 2,000 $ 0 3,000 D Stock Option (right to buy) $ 1.5 ( 3 ) 05/09/2023 Common Stock 62,500 62,500 D Stock Option (right to buy) $ 1.5 ( 2 ) 05/09/2023 Common Stock 100,000 100,000 D Stock Option (right to buy) $ 24.36 ( 4 ) 03/23/2026 Common Stock 65,000 65,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dreier Ashley C/O HEALTHEQUITY, INC. 15 W. SCENIC POINTE DR., STE. 100 DRAPER, UT84020 Executive VP, CTO and CIO Signatures /s/ Willkie Farr & Gallagher LLP, attorney-in-fact 03/29/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )The option is immediately exercisable. ( 3 )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. ( 4 )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.

Remarks: 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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