SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Medici Frank

(Last) (First) (Middle)
475 STEAMBOAT ROAD

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
08/04/2014
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
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
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 Securities Underlying Derivative Security (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: 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
Series C Preferred Stock (1) 08/04/2014 C 5,174,644 (1) (1) Common Stock 7,157,346 $0 0 I See footnote(5)
Series D-1 Preferred Stock (2) 08/04/2014 C 2,576,493 (2) (2) Common Stock 5,152,986 $0 0 I See footnote(5)
Series D-2 Preferred Stock (3) 08/04/2014 C 400,000 (3) (3) Common Stock 909,090 $0 0 I See footnote(5)
Series D-3 Preferred Stock (4) 08/04/2014 C 825,868 (4) (4) Common Stock 825,868 $0 0 I See footnote(5)
Stock Option (right to buy) $1.1 08/04/2014 X 30,000 03/26/2009 03/26/2019 Common Stock 30,000 $0 0 I See footnote(5)
Stock Option (right to buy) $1.1 08/04/2014 X 30,000 01/07/2007 01/07/2017 Common Stock 30,000 $0 0 I See footnote(5)
Stock Option (right to buy) $1.1 08/04/2014 X 30,000 01/07/2008 01/07/2018 Common Stock 30,000 $0 0 I See footnote(5)
Stock Option (right to buy) $1.1 08/04/2014 X 30,000 04/15/2010 04/15/2020 Common Stock 30,000 $0 0 I See footnote(5)
Stock Option (right to buy) $1.8 08/04/2014 X 30,000 04/29/2011 04/29/2021 Common Stock 30,000 $0 0 I See footnote(5)
Stock Option (right to buy) $2.25 08/04/2014 X 30,000 04/26/2012 04/26/2022 Common Stock 30,000 $0 0 I See footnote(5)
Stock Option (right to buy) $2.5 08/04/2014 X 30,000 05/09/2013 05/09/2023 Common Stock 30,000 $0 0 I See footnote(5)
Warrant (right to buy) $0.01 08/04/2014 X 813,713 05/21/2007 05/21/2017 Common Stock 813,713 $0 0 I See footnote(5)
Warrant (right to buy) $1.68 08/04/2014 X 143,147 02/07/2008 02/07/2018 Common Stock 143,147 $0 0 I See footnote(5)
Warrant (right to buy) $0.01 08/04/2014 X 182,000 08/11/2011 08/11/2016 Common Stock 182,000 $0 0 I See footnote(5)
Explanation of Responses:
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.
Remarks:
/s/ Frank Medici 08/06/2014
** Signature of Reporting Person Date
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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