Sec Form 4 Filing - MOTT DARCY G @ HEALTHEQUITY, INC. - 2021-02-22

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 MOTT DARCY G 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 and CFO (Last) (First) (Middle) C/O HEALTHEQUITY, INC., 15 W. SCENIC POINTE DR., STE. 100 3. Date of Earliest Transaction (MM/DD/YY) 02/22/2021 (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 02/22/2021 M( 1 ) 10,000 A $ 14 69,884 D Common Stock 02/22/2021 S( 1 ) 3,400 D $ 78.0014 ( 2 ) 66,484 D Common Stock 02/22/2021 S( 1 ) 2,600 D $ 78.8762 ( 3 ) 63,884 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 02/22/2021 M( 1 ) 10,000 ( 4 ) 07/30/2024 Common Stock 10,000 $ 0 90,000 D Stock Option (right to buy) $ 25.39 ( 4 ) 03/26/2025 Common Stock 25,000 25,000 D Stock Option (right to buy) $ 41.28 ( 5 ) 03/27/2027 Common Stock 19,897 19,897 D Stock Option (right to buy) $ 61.72 ( 6 ) 03/27/2028 Common Stock 14,228 14,228 D Stock Option (right to buy) $ 73.61 ( 7 ) 03/26/2029 Common Stock 15,337 15,337 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MOTT DARCY G C/O HEALTHEQUITY, INC. 15 W. SCENIC POINTE DR., STE. 100 DRAPER, UT84020 Executive VP and CFO Signatures /s/ Darcy G. Mott 02/23/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 11, 2020. 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.57 to $78.52, 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 range set forth in footnote (2) and (3) to this Form 4. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.60 to $79.10, inclusive. ( 4 )The option is immediately exercisable. ( 5 )The option is exercisable as to 14,922 shares. The option vests as to 4,975 shares on March 27, 2021. ( 6 )The option is exercisable as to 7,114 shares. The remaining options vest in two equal installments of 3,557 shares on March 27, 2021, and 2022. ( 7 )The option is exercisable as to 3,835 shares. The remaining options vest as to 3,834 shares on each of March 27, 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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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