Sec Form 4 Filing - Nelli James Patrick Jr. @ Health Catalyst, Inc. - 2020-06-19

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 Nelli James Patrick Jr. 2. Issuer Name and Ticker or Trading Symbol Health Catalyst, Inc. [ HCAT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O HEALTH CATALYST, INC., 3165 MILLROCK DRIVE, #400 3. Date of Earliest Transaction (MM/DD/YY) 06/19/2020 (Street) SALT LAKE CITY, UT84121 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 06/19/2020 M 15,497 A $ 10.72 122,845 D Common Stock 06/19/2020 M 14,360 A $ 10.8 137,205 D Common Stock 06/19/2020 M 417 A $ 10.66 137,622 D Common Stock 06/19/2020 S( 1 ) 15,497 D $ 32.09 ( 2 ) 107,348 D Common Stock 06/19/2020 S( 1 ) 14,360 D $ 32.08 ( 3 ) 123,262 D Common Stock 06/19/2020 S( 1 ) 417 D $ 32 122,845 D Common Stock 06/19/2020 S( 1 ) 6,500 D $ 32 100,848 D Common Stock 06/22/2020 M 11,139 A $ 10.8 144,074 D Common Stock 06/22/2020 M 32,087 A $ 10.72 132,935 D Common Stock 06/22/2020 S( 1 ) 11,139 D $ 32.3 ( 4 ) 132,935 D Common Stock 06/22/2020 S( 1 ) 31,308 D $ 32.68 ( 5 ) 101,627 D Common Stock 06/22/2020 S( 1 ) 779 D $ 33 ( 6 ) 100,848 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) $ 10.72 06/19/2020 M 15,497 ( 7 ) 10/26/2027 Common Stock 15,497 $ 0 76,249 D Stock Option (Right to Buy) $ 10.8 06/19/2020 M 14,360 ( 8 ) 09/27/2028 Common Stock 14,360 $ 0 210,640 D Stock Option (Right to Buy) $ 10.66 06/19/2020 M 417 ( 9 ) 04/27/2027 Common Stock 417 $ 0 15,087 D Stock Option (Right to Buy) $ 10.8 06/22/2020 M 11,139 ( 8 ) 09/27/2028 Common Stock 11,139 $ 0 199,501 D Stock Option (Right to Buy) $ 10.72 06/22/2020 M 32,087 ( 7 ) 10/26/2027 Common Stock 32,087 $ 0 44,162 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Nelli James Patrick Jr. C/O HEALTH CATALYST, INC. 3165 MILLROCK DRIVE, #400 SALT LAKE CITY, UT84121 Chief Financial Officer Signatures /s/ Daniel Orenstein, as Attorney-in-Fact 06/23/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sale reported on this Form 4 was made pursuant to a written trading plan adopted by the Reporting Person on November 22, 2019, in accordance with Rule 10b5-1. ( 2 )Represents the weighted average sale price of the shares sold ranging from $32.00 to $32.32 per share, inclusive. The Reporting Person will provide, upon request by the Issuer, a security holder of the Issuer, or the staff of the Securities and Exchange Commission, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 3 )Represents the weighted average sale price of the shares sold ranging from $32.00 to $32.31 per share, inclusive. The Reporting Person will provide, upon request by the Issuer, a security holder of the Issuer, or the staff of the Securities and Exchange Commission, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 4 )Represents the weighted average sale price of the shares sold ranging from $32.00 to $32.85 per share, inclusive. The Reporting Person will provide, upon request by the Issuer, a security holder of the Issuer, or the staff of the Securities and Exchange Commission, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 5 )Represents the weighted average sale price of the shares sold ranging from $32.00 to $32.99 per share, inclusive. The Reporting Person will provide, upon request by the Issuer, a security holder of the Issuer, or the staff of the Securities and Exchange Commission, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 6 )Represents the weighted average sale price of the shares sold ranging from $33.00 to $33.01 per share, inclusive. The Reporting Person will provide, upon request by the Issuer, a security holder of the Issuer, or the staff of the Securities and Exchange Commission, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 7 )25% of the shares vested on October 26, 2018 and the remaining 75% vest in 36 equal monthly installments thereafter. ( 8 )25% of the shares vested on September 25, 2019 and the remaining 75% vest in 36 equal monthly installments thereafter. ( 9 )25% of the shares vested on April 27, 2018 and the remaining 75% vest in 36 equal monthly installments thereafter.

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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