Edgar Filing: HEALTHEQUITY INC

Ownership Submission

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 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Medici Frank

2. Issuer Name and Ticker or Trading Symbol
HEALTHEQUITY INC [HQY]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

475 STEAMBOAT ROAD

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2014

(Street)

GREENWICH, CT 06830

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/04/2014		C		14,045,290	A	⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾	14,045,290	I	See footnote ⁽⁵⁾
Common Stock	08/04/2014		X		120,000	A	$ 1.1	14,165,290	I	See footnote ⁽⁵⁾
Common Stock	08/04/2014		X		30,000	A	$ 1.8	14,195,290	I	See footnote ⁽⁵⁾
Common Stock	08/04/2014		X		30,000	A	$ 2.25	14,225,290	I	See footnote ⁽⁵⁾
Common Stock	08/04/2014		X		30,000	A	$ 2.5	14,255,290	I	See footnote ⁽⁵⁾
Common Stock	08/04/2014		X		995,713	A	$ 0.01	15,251,003	I	See footnote ⁽⁵⁾
Common Stock	08/04/2014		X		143,147	A	$ 1.68	15,394,150	I	See footnote ⁽⁵⁾
Common Stock	08/05/2014		P		12,500	A	$ 14	12,500	D

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)

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 (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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series C Preferred Stock

⁽¹⁾

08/04/2014

5,174,644

⁽¹⁾

Common Stock

7,157,346

$ 0

See footnote ⁽⁵⁾

Series D-1 Preferred Stock

⁽²⁾

08/04/2014

2,576,493

⁽²⁾

Common Stock

5,152,986

$ 0

See footnote ⁽⁵⁾

Series D-2 Preferred Stock

⁽³⁾

08/04/2014

400,000

⁽³⁾

Common Stock

909,090

$ 0

See footnote ⁽⁵⁾

Series D-3 Preferred Stock

⁽⁴⁾

08/04/2014

825,868

⁽⁴⁾

Common Stock

825,868

$ 0

See footnote ⁽⁵⁾

Stock Option (right to buy)

$ 1.1

08/04/2014

30,000

03/26/2009

03/26/2019

Common Stock

30,000

$ 0

See footnote ⁽⁵⁾

Stock Option (right to buy)

$ 1.1

08/04/2014

30,000

01/07/2007

01/07/2017

Common Stock

30,000

$ 0

See footnote ⁽⁵⁾

Stock Option (right to buy)

$ 1.1

08/04/2014

30,000

01/07/2008

01/07/2018

Common Stock

30,000

$ 0

See footnote ⁽⁵⁾

Stock Option (right to buy)

$ 1.1

08/04/2014

30,000

04/15/2010

04/15/2020

Common Stock

30,000

$ 0

See footnote ⁽⁵⁾

Stock Option (right to buy)

$ 1.8

08/04/2014

30,000

04/29/2011

04/29/2021

Common Stock

30,000

$ 0

See footnote ⁽⁵⁾

Stock Option (right to buy)

$ 2.25

08/04/2014

30,000

04/26/2012

04/26/2022

Common Stock

30,000

$ 0

See footnote ⁽⁵⁾

Stock Option (right to buy)

$ 2.5

08/04/2014

30,000

05/09/2013

05/09/2023

Common Stock

30,000

$ 0

See footnote ⁽⁵⁾

Warrant (right to buy)

$ 0.01

08/04/2014

813,713

05/21/2007

05/21/2017

Common Stock

813,713

$ 0

See footnote ⁽⁵⁾

Warrant (right to buy)

$ 1.68

08/04/2014

143,147

02/07/2008

02/07/2018

Common Stock

143,147

$ 0

See footnote ⁽⁵⁾

Warrant (right to buy)

$ 0.01

08/04/2014

182,000

08/11/2011

08/11/2016

Common Stock

182,000

$ 0

See footnote ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Medici Frank 475 STEAMBOAT ROAD GREENWICH, CT 06830	X

Signatures

/s/ Frank Medici		08/06/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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 Series C Preferred Stock automatically converted into shares of common stock on a 1-for-1.383157180 basis and had no expiration date.
(2)	The Series D-1 Preferred Stock automatically converted into shares of common stock on a 1-for-2 basis and had no expiration date.
(3)	The Series D-2 Preferred Stock automatically converted into shares of common stock on a 1-for-2.272727270 basis and had no expiration date.
(4)	The Series D-3 Preferred Stock automatically converted into shares of common stock on a 1-for-1 basis and had no expiration date.
(5)	All securities are held of record by Berkley Capital Investors, L.P., a Delaware limited partnership ("Berkley Investors"). Berkley Capital, LLC, a Delaware limited liability company ("Berkley Capital") is the general partner of Berkley Investors. The reporting person is an officer of Berkley Capital. The reporting person disclaims beneficial ownership of the securities held by Berkley Investors and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for Section 16 or any other purposes.

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