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 * SELANDER ROBERT W   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) C/O HEALTHEQUITY, INC., 15 W. SCENIC POINTE DR., STE. 100 3. Date of Earliest Transaction (Month/Day/Year) 02/01/2017 (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               1,000 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

Restricted Stock Units

(1)

02/01/2017

A

3,017

(2)

(2)

Common Stock

3,017

$ 0

3,017

D

Restricted Stock Units

(1)

02/01/2017

A

3,556

(3)

(3)

Common Stock

3,556

$ 0

3,556

D

Stock Option (right to buy)

$ 21.27

(4)

02/01/2016

Common Stock

15,000

15,000

D

Restricted Stock Units

(1)

(5)

(5)

Common Stock

4,175

4,175

D

Stock Option (right to buy)

$ 28.68

(6)

09/29/2025

Common Stock

50,000

50,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SELANDER ROBERT W C/O HEALTHEQUITY, INC. 15 W. SCENIC POINTE DR., STE. 100 DRAPER, UT 84020	X

Signatures

/s/ DELANO W. LADD, attorney-in-fact		02/03/2017
**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 unit represents a contingent right to receive one share of the issuer's common stock.
(2)	The restricted stock units vested as to 754 shares on February 1, 2017. The remaining restricted stock units vest in two equal installments of 754 shares on May 1, 2017 and August 1, 2017, and as to 755 shares on November 1, 2017. Vested shares will be delivered to the reporting person on January 18, 2019, unless such date does not occur during an "open window period," in which case the shares will be delivered promptly following the first day of the next "open window period."
(3)	The restricted stock units will vest as to 1,778 shares on the date of the issuer's annual stockholder meeting, if any, held in the current fiscal year; the remainder will vest on January 31, 2018. Vested shares will be delivered to the reporting person on January 18, 2019, unless such date does not occur during an "open window period", in which case the shares will be delivered promptly following the first day of the next "open window period."
(4)	The option is immediately exercisable.
(5)	The restricted stock units are fully vested. The vested shares will be delivered to the reporting person on January 8, 2018, unless such date does not occur during an "open window period", in which case the shares will be delivered promptly following the first day of the next "open window period."
(6)	The option became exercisable as to 12,500 shares on September 29, 2016. The remaining shares become exercisable in three equal installments of 12,500 shares on September 29, 2017, 2018 and 2019; provided that the reporting person continues to serve as a director of the issuer through such dates.
Remarks: Exhibit List: Exhibit 24 - Power of Attorney

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