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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Kessler Jon		 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
__X__ Officer (give title below)    _____ Other (specify below)
PRESIDENT AND CEO
(Last)          (First)          (Middle)

C/O HEALTHEQUITY, INC., 15 W. SCENIC POINTE DR., STE. 100		 3. Date of Earliest Transaction (MM/DD/YYYY)

6/26/2023
(Street)

DRAPER, UT 84020		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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)
Rule 10b5-1(c) Transaction Indication
☒ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 6/26/2023  S(1)  1621 D$60.1215 (2)6129 (3)(4)I by Jon Kessler and Laura M. Gottsman Family Trust (3)
Common Stock 6/26/2023  S(1)  10256 D$60.1215 (2)38770 I by Team Gracie Trust (5)
Common Stock 6/26/2023  S(1)  7711 D$60.1215 (2)29149 I by Team Bear Trust (6)
Common Stock 6/27/2023  S(1)  1316 D$60.8664 (7)4813 I by Jon Kessler and Laura M. Gottsman Family Trust (3)
Common Stock 6/27/2023  S(1)  938 D$61.0961 (8)3875 I by Jon Kessler and Laura M. Gottsman Family Trust (3)
Common Stock 6/27/2023  S(1)  7981 D$60.8596 (7)30789 I by Team Gracie Trust (5)
Common Stock 6/27/2023  S(1)  6276 D$61.0923 (9)24513 I by Team Gracie Trust (5)
Common Stock 6/27/2023  S(1)  5910 D$60.8570 (7)23239 I by Team Bear Trust (6)
Common Stock 6/27/2023  S(1)  4809 D$61.0910 (9)18430 I by Team Bear Trust (6)
Common Stock         213991 (4)D 
 
Common Stock         100000 I by GKF, LLC (10)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) $41.28            (11)3/27/2027 Common Stock 34820  34820 I by GKF, LLC 
Stock Option (right to buy) $61.72            (11)3/27/2028 Common Stock 23930  23930 I by GKF, LLC 
Stock Option (right to buy) $73.61            (11)3/26/2029 Common Stock 12782  12782 I by GKF, LLC 
Stock Option (right to buy) $14            (11)7/30/2024 Common Stock 60000  60000 I by GKF, LLC 
Stock Option (right to buy) $41.28            (11)3/27/2027 Common Stock 17409  17409 D 
 
Stock Option (right to buy) $61.72            (11)3/27/2028 Common Stock 23929  23929 D 
 
Stock Option (right to buy) $73.61            (11)3/26/2029 Common Stock 38343  38343 D 
 
Explanation of Responses:
(1) The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on March 24, 2023.
(2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.00 to $60.56, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (2) of this Form 4.
(3) These securities are held by the Jon Kessler and Laura M. Gottsman Family Trust, a revocable trust in which the Reporting Person and his Spouse are co-trustees, and the Reporting Person and members of his immediate family are the sole beneficiaries.
(4) The Reporting Person previously reported 7,750 shares held by the Jon Kessler and Laura M. Gottsman Family Trust as shares held directly by the Reporting Person. This report corrects such previous report to reflect that such shares are beneficially owned indirectly by the Reporting Person.
(5) These securities are held by the Team Gracie Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
(6) These securities are held by the Team Bear Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
(7) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.01 to $60.99, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (7) of this Form 4.
(8) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.00 to $61.24, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (8) of this Form 4.
(9) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.00 to $61.265, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (9) of this Form 4.
(10) These securities are held by the GKF, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
(11) The option is immediately exercisable.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Kessler Jon
C/O HEALTHEQUITY, INC.
15 W. SCENIC POINTE DR., STE. 100
DRAPER, UT 84020		X
PRESIDENT AND CEO
Signatures
/s/ Jon Kessler6/28/2023
**Signature of Reporting PersonDate
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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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