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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) | $ 21.27 | 06/23/2016 | A | 15,000 | (1) | 02/01/2026 | Common Stock | 15,000 | $ 0 | 15,000 | D | ||||
| Restricted Stock Units | (2) | (3) | (3) | Common Stock | 4,175 | 4,175 | D | ||||||||
| Stock Option (right to buy) | $ 28.68 | (4) | 09/29/2025 | Common Stock | 50,000 | 50,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SELANDER ROBERT W C/O HEALTHEQUITY, INC. 15 W. SCENIC POINTE DR., STE. 100 DRAPER, UT 84020 |
X | |||
| /s/ FRODE JENSEN, attorney-in-fact | 06/27/2016 | |
| **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) | The option became exercisable as to 7,500 shares upon the reporting person's reelection to the issuer's board of directors at the issuer's 2016 Annual Meeting of Stockholders held on June 23, 2016. The remaining 7,500 shares will become exercisable on January 31, 2017; provided, that the reporting person continues to serve as a director of the issuer through such date. |
| (2) | Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. |
| (3) | The restricted stock units vested as to 1,391 shares on May 1, 2016. The remaining restricted stock units vest in two equal installments of 1,392 shares on August 1, 2016 and November 1, 2016. Vested shares will be delivered to the reporting person on January 8, 2018. |
| (4) | The option becomes exercisable in four equal annual installments on September 29, 2016, 2017, 2018 and 2019; provided that the reporting person continues to serve as a director of the issuer through such dates. |
| Remarks: The Power of Attorney given by Mr. Selander was previously filed with the U.S. Securities & Exchange Commission on May 3, 2016 as an exhibit to a statement on Form 4 filed by Mr. Selander with respect to HealthEquity, Inc. and is hereby incorporated by reference. | |