Edgar Filing: Berkley Capital, LLC

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 ^*

Berkley Capital, LLC

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

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

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

(Last)

(First)

(Middle)

600 BRICKELL AVENUE, 39TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2018

(Street)

MIAMI, FL 33131

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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	02/08/2018		S		100,000	D	$ 51.2524 ⁽¹⁾	6,254,661	I	See footnote ⁽²⁾
Common Stock	02/09/2018		S		13,000	D	$ 51.5215	6,241,661	I	See footnote ⁽²⁾
Common Stock	02/12/2018		S		69,100	D	$ 51.8838 ⁽³⁾	6,172,561	I	See footnote ⁽²⁾
Common Stock	02/12/2018		S		165,722	D	$ 52.777 ⁽⁴⁾	6,006,839	I	See footnote ⁽²⁾
Common Stock	02/12/2018		S		2,178	D	$ 53.5261 ⁽⁵⁾	6,004,661	I	See footnote ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Berkley Capital, LLC 600 BRICKELL AVENUE, 39TH FLOOR MIAMI, FL 33131				See Remarks
Berkley Capital Investors, L.P. 600 BRICKELL AVENUE, 39TH FLOOR MIAMI, FL 06830				See Remarks
BERKLEY W R CORP 475 STEAMBOAT ROAD GREENWICH, CT 06830				See Remarks

Signatures

BERKLEY CAPITAL, LLC; By: John F. Kohler, General Counsel; By: Willkie Farr & Gallagher LLP, attorney-in-fact		02/12/2018
^**Signature of Reporting Person		Date
BERKLEY CAPITAL INVESTORS, L.P.; By: Berkley Capital, LLC, its general partner; By: John F. Kohler, General Counsel; By: Willkie Farr & Gallagher LLP, attorney-in-fact		02/12/2018
^**Signature of Reporting Person		Date
W. R. Berkley Corporation; By: Matthew M. Ricciardi, Senior Vice President - General Counsel		02/12/2018
^**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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.08 to $51.37, 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 ranges set forth in footnotes (1), (3), (4) and (5) to this Form 4.
(2)	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. Berkley Capital is an indirect, wholly owned subsidiary of W. R. Berkley Corporation, a Delaware corporation ("W. R. Berkley" together with Berkley Investors and Berkley Capital, the "Reporting Persons"), and as such beneficial ownership of all securities held of record by Berkley Investors may be deemed attributable to W. R. Berkley.
(3)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.50 to $52.49, inclusive.
(4)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.50 to $53.49, inclusive.
(5)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.50 to $53.56, inclusive.
Remarks: Following the transactions reported in this Form 4, the Reporting Persons are no longer 10% Owners of HealthEquity, Inc.'s Common Stock. The Power of Attorney given by Mr. John F. Kohler, General Counsel of Berkley Capital, LLC, was previously filed with the U.S. Securities & Exchange Commission on July 7, 2017, as an exhibit to a statement on Form 4 filed by Berkley Capital, LLC with respect to HealthEquity, Inc. and is hereby incorporated by reference.

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