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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1. Name and Address of Reporting Person * Dreier Ashley   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 __X__ Officer (give title below) _____ Other (specify below) Executive, VP, CTO and CIO (Last) (First) (Middle) C/O HEALTHEQUITY, INC., 15 W. SCENIC POINTE DR., STE. 100 3. Date of Earliest Transaction (Month/Day/Year) 03/26/2019 (Street) DRAPER, UT 84020 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) Code V Amount (A) or (D) Price Common Stock 03/26/2019   A   6,793 (1) A $ 0 39,982 D   Commom Stock 03/27/2019   F   376 D $ 73.61 39,606 D   Common Stock 03/27/2019   F   417 D $ 73.61 39,189 D

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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 24.36

(2)

03/23/2026

Common Stock

32,500

32,500

D

Stock Option (right to buy)

$ 14

03/26/2019

A

4,000 (3)

(4)

07/30/2024

Common Stock

4,000

$ 0

4,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Dreier Ashley C/O HEALTHEQUITY, INC. 15 W. SCENIC POINTE DR., STE. 100 DRAPER, UT 84020			Executive, VP, CTO and CIO

Signatures

/s/ Ashley Dreier		03/28/2019
**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)	Each restricted stock award represents a contingent right to receive one share of the issuer's common stock. The restricted stock awards vest as to 1,699 shares on March 27, 2020. The remaining shares vest in equal amounts of 1,698 on each of March 27, 2021, 2022, and 2023.
(2)	The option is exercisable as to 16,250 shares. The remaining 16,250 shares will vest on March 23, 2020.
(3)	On July 30, 2014, the reporting person was granted an option to purchase 10,000 shares of common stock. The option vests in annualinstallments based on the issuer's satisfaction of certain performance criteria for each of the fiscal years ending January 31, 2016 (10%),2017 (20%), 2018 (30%) and 2019 (40%). The performance criteria for 2019 were met, resulting in the vesting of the option as to 4,000 shares.
(4)	Option is immediately exercisable.

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