Sec Form 3 Filing - Nelli James Patrick Jr. @ Health Catalyst, Inc. - 2019-07-24

FORM 3 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) 07/24/2019 (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 6,500 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) $ 9.24 ( 1 ) 02/10/2025 Common Stock 15,464 D Stock Option (Right to Buy) $ 10.6 ( 2 ) 10/14/2026 Common Stock 6,500 D Stock Option (Right to Buy) $ 10.66 ( 3 ) 04/27/2027 Common Stock 15,504 D Stock Option (Right to Buy) $ 10.72 ( 4 ) 10/26/2027 Common Stock 91,746 D Stock Option (Right to Buy) $ 10.8 ( 5 ) 09/27/2028 Common Stock 225,000 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 07/24/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )25% of the shares vested on February 10, 2016; and the remaining 75% vest in 36 equal monthly installments thereafter. ( 2 )25% of the shares vested on October 14, 2017; and the remaining 75% vest in 36 equal monthly installments thereafter. ( 3 )25% of the shares vested on April 27, 2018; and the remaining 75% vest in 36 equal monthly installments thereafter. ( 4 )25% of the shares vested on October 26, 2018; and the remaining 75% vest in 36 equal monthly installments thereafter. ( 5 )The stock option vests based on the satisfaction of both a time-based vesting condition and a liquidity-based vesting condition. The time-based vesting condition is satisfied as follows: 25% of the shares subject to the stock option will satisfy the time-based vesting condition on September 25, 2019 and the remaining 75% will satisfy the time-based vesting condition in 36 equal monthly installments thereafter, generally subject to the named executive officer's continuous service relationship with the Company through each applicable vesting date. The liquidity-based vesting condition is satisfied upon the earlier of the Company's initial public offering or a sale of the Company.

Remarks: Exhibit 24 - Power of Attorney

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

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