Sec Form 4 Filing - Kessler Jon @ HEALTHEQUITY, INC. - 2021-04-05

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 Kessler Jon 2. Issuer Name and Ticker or Trading Symbol HEALTHEQUITY, INC. [ HQY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 15 WEST SCENIC POINTE DRIVE, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 04/05/2021 (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 04/05/2021 F 10,778 D $ 67.2925 266,683 D Common Stock 04/05/2021 F 10,971 D $ 67.2925 255,712 ( 1 ) 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) $ 41.28 ( 2 ) 03/27/2027 Common Stock 34,820 34,820 I by GKF, LLC Stock Option (right to buy) $ 61.72 ( 2 ) 03/27/2028 Common Stock 23,930 23,930 I by GKF, LLC Stock Option (right to buy) $ 73.61 ( 2 ) 03/26/2029 Common Stock 12,782 12,782 I by GKF, LLC Stock Option (right to buy) $ 14 ( 2 ) 07/30/2024 Common Stock 160,000 160,000 I by GKF, LLC Stock Option (right to buy) $ 41.28 ( 2 ) 03/27/2027 Common Stock 17,409 17,409 D Stock Option (right to buy) $ 61.72 ( 3 ) 03/27/2028 Common Stock 23,929 23,929 D Stock Option (right to buy) $ 73.61 ( 4 ) 03/26/2029 Common Stock 38,343 38,343 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kessler Jon 15 WEST SCENIC POINTE DRIVE, SUITE 100 DRAPER, UT84020 X President and CEO Signatures /s/ Jon Kessler 04/06/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares reported on this Form 4 are subject to a lock-up agreement between the reporting person and BofA Securities, Inc. dated February 16, 2021 (the "Lock-up Date") pursuant to which the remaining shares reported in Table I of this Form 4 cannot be sold for 45 days following the Lock-up Date. ( 2 )The option is immediately exercisable. ( 3 )The option is exercisable as to 11,965 shares. The option will become exercisable as to the remaining 11,964 shares on March 27, 2022. ( 4 )The option is exercisable as to 12,781 shares. The option will become exercisable as to 12,781 shares annually on March 26 of 2022 and 2023.

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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