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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $ 46.4 | (3) | 02/01/2027 | Common Stock | 4,837 | 4,837 | D | ||||||||
| Stock Option (right to buy) | $ 32.5 | (4) | 09/01/2026 | Common Stock | 7,632 | 7,632 | D | ||||||||
| Stock Options (right to buy) | $ 50.41 | 02/01/2018 | A | 4,339 | (5) | 02/01/2028 | Common Stock | 4,339 | $ 0 | 4,339 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| DILLON ADRIAN T C/O HEALTHEQUITY, INC. 15 W. SCENIC POINTE DR., STE. 100 DRAPER, UT 84020 |
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| /s/ Delano W. Ladd, attorney-in-fact | 02/05/2018 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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 818 shares on the date of the issuer's annual stockholder meeting held in the current fiscal year; the remainder will vest on January 31, 2019. Vested shares will be delivered to the reporting person upon vesting. |
| (2) | Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. The restricted stock units vested as to 198 shares on February 1, 2018. The remaining restricted stock units vest as to 198 shares on May 1, 2018 and August 1, 2018, and as to 199 shares on November 1, 2018. Vested shares will be delivered to the reporting person upon vesting. |
| (3) | The option is immediately exercisable. |
| (4) | The option is exercisable to 2,544 shares. The option becomes exercisable with respect to the remaining shares in two equal annual installments of 2,544 on September 1, 2018, and 2019. |
| (5) | The option becomes exercisable as to 2,169 shares on the date of the issuer's annual stockholder meeting held in the current fiscal year; the remainder will become exercisable on January 31, 2019. |
| Remarks: The Power of Attorney given by Mr. Dillon was previously filed with the U.S. Securities & Exchange Commission on September 6, 2016 as an exhibit to a statement on Form 3 filed by Mr. Dillon with respect to HealthEquity, Inc. and is hereby incorporated by reference. | |