Sec Form 4 Filing - Kessler Jon @ HEALTHEQUITY, INC. - 2020-03-31

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) 03/31/2020 (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 03/31/2020 A 26,643 ( 1 ) A $ 0 469,053 D Common Stock 03/31/2020 A 12,076 ( 2 ) A $ 0 481,129 D Common Stock 03/31/2020 A 66,756 A $ 0 547,885 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 02/07/2020 G( 3 ) 17,410 ( 4 ) 03/27/2027 Common Stock 52,229 $ 0 34,819 D Stock Option (right to buy) $ 41.28 02/07/2020 G( 3 ) 17,410 ( 5 ) 03/27/2027 Common Stock 17,410 $ 0 17,410 I by GKF, LLC Stock Option (right to buy) $ 61.72 02/07/2020 G( 3 ) 11,965 ( 6 ) 03/27/2028 Common Stock 47,859 $ 0 35,894 D Stock Option (right to buy) $ 61.72 02/07/2020 G( 3 ) 11,965 ( 5 ) 03/27/2028 Common Stock 11,965 $ 0 11,965 I by GKF, LLC Stock Option (right to buy) $ 14 02/07/2020 G( 3 ) 160,000 ( 5 ) 07/30/2024 Common Stock 160,000 $ 0 0 D Stock Option (right to buy) $ 14 02/07/2020 G( 3 ) 160,000 ( 5 ) 07/30/2024 Common Stock 160,000 $ 0 160,000 I by GKF, LLC Stock Option (right to buy) $ 73.61 ( 7 ) 03/26/2029 Common Stock 51,125 51,125 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 04/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. The restricted stock units vest as to 26,643 shares on the date of the meeting of the Company's compensation committee to be held in the first quarter of the fiscal year ended January 31, 2022. ( 2 )Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. The restricted stock units vest as to 12,076 shares on the date of the meeting of the Company's compensation committee to be held in the first quarter of the fiscal year ended January 31, 2023. ( 3 )This transaction involved a gift of options by the reporting person to GKF, LLC (the "LLC"). The reporting person and his wife, who is a member of his immediate family, serve as co-managers of the LLC, which is wholly owned by the Jon Kessler and Laura M. Gottsman Family Trust (the "Trust"), of which the reporting person and his wife are co-trustees. The reporting person and members of his immediate family are the sole beneficiaries of the Trust. ( 4 )The option became exercisable as to 17,410 shares on March 27, 2020. The remaining 17,409 shares will vest on March 27, 2021. ( 5 )The option is immediately exercisable. ( 6 )The option became exercisable as to 11,965 shares on March 27, 2020. The option will vest as to 11,965 shares on March 27, 2021 and 11,964 shares on March 27, 2022. ( 7 )The option vested as to 12,782 shares on March 26, 2020. The remaining options will vest in annual installments of 12,781 on each of March 26, 2021, 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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