SecProbe.io

May 1, 2014

Via E -mail
Jon Kessler
President and Chief Executive Officer
HealthEquity, Inc.
15 W. Scenic Pointe Dr. , Ste. 100
Draper, Utah 84020

Re: HealthEquity, Inc.
  Draft Registration Statement on Form S -1
  Submitted  April 3, 2014
  CIK No. 0001428336

Dear Mr. Kessler :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe  an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.  Similarly, please
supplementally provide us with any research reports about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

2. Please supplementally provide us with copies of any graphical materials or artwork you
intend to use in your prospectus.  Upon review of these materials, we may have further

Jon Kessler
HealthEquity, Inc.
May 1, 2014
Page 2

 comments.  Please refer to Question 101.02 of our Compliance and Disclosure
Interpretations relating to Securities Act Forms available on our website.

3. With respect to all third -party statements in your prospectus - such as statements by the
Consumer Driven Market Report and the 2014 survey for Prudential Insurance by
MRop s, Inc. and Oxygen Research Inc. - please provide us with the relevant portion of
the industry research reports you cite.  To expedite our review, please clearly mark each
source to highlight the applicable portion of the section containing the statistic, and cross -
reference it to the appropriate location in your prospectus.  Also, please  tell us whether
any of the reports were prepared for you or in connection with the offering.

4. We note a number of blank spaces throughout your registration statement for information
that you are not entitled to omit under Rule 430A.  Please revise throu ghout the
prospectus to include all information that may not properly be excluded under Rule
430A.  Please provide all the information required with respect to the offering price,
underwriting discounts and the number of shares.  Please allow sufficient ti me to review
your complete disclosure prior to any distribution of preliminary prospectuses.  We may
have further comments once items that are currently blank are completed.

5. Prior to the effectiveness of this registration statement, we need to receive a  copy of the
letter or a call from FINRA confirming that FINRA has completed its review and has no
further concerns regarding the underwriting terms and arrangements pertaining to this
offering.

6. Please state your election under Section 107(b) of the JOB S Act:

 If you have elected to opt out of the extended transition period for complying
with new or revised accounting standards pursuant to Section 107(b), include
a statement that the election is irrevocable; or

 If you have elected to use the extended transition period for complying with
new or revised accounting standards under Section 102(b)(1), provide a risk
factor explaining that this election allows you to delay the adoption of new or
revised accounting standards that have different effective date s for public and
private companies until those standards apply to private companies.  Please
state in your risk factor that, as a result of this election, your financial
statements may not be comparable to companies that comply with public
company effectiv e dates.  Include a similar statement in your critical
accounting policy disclosures.

Jon Kessler
HealthEquity, Inc.
May 1, 2014
Page 3

 Prospectus Summary, page 1

Overview, page 1

7. Please provide support for the statement that “over 55  million consumers” represents
“approximately 30% of the under -age 65 privately insured population in the United
States.”

8. Please provide support for the statement that “[]n the past two years, while the number of
consumers nationally with HSAs has grown annually by less than 20%, [you] have grown
[y]our HSAs at a 4 2% compounded annual growth rate, significantly increasing [y]our
market share.  Please also provide support for the statements that “[t]he number of HSAs
has grown from 4.9  million in 2009 to 10.7  million in 2013. During this time, the number
of people in  high deductible health plans, or HDHPs, that are eligible to be coupled with
HSAs, which [you]  refer to as HSA Plans, grew from 8.0  million to 15.5 million. Despite
this growth, the market remains significantly under -penetrated as this implies only 9%
penetration of the under -age 65 U.S. private health insurance market.”

9. Please provide further details regarding the “provisions in the Patient Protection and
Affordable Care Act of 2010, or the PPACA, that drive employers to offer, and
consumers to purchas e, affordable insurance,” which you believe will cause HSA growth
to accelerate.

The Offering, page 12

10. We note that Berkley Capital Investors, L.P. currently hold 37.3% of your outstanding
shares, and that each of Frank T. Medici and Thomas H. Ghegan, your directors, can be
deemed to beneficially own such shares.  Please disclose, here or elsewhere in the
Prospectus Summary, the ownership percentages of such shareholders following the
offering, as well as, if applicable, please confirm if you plan to re ly on the “controlled
company” exemptions provided under the rules of the New York Stock Exchange or the
Nasdaq Stock Market, as applicable.  Please also add appropriate ri sk factor disclosure
regarding your status as a controlled company, if applicable.  Please also briefly describe
the history of Berkley’s involvement in your business.

Risk Factors, page 17

11. Please delete the third sentence of the introductory paragraph of this section , as well as
the reference to “additional risks and uncertainties no t presently known to us or that we
currently believe to be immaterial .”  All material risks should be described in your
disclosure.  If risks are not deemed material, you should not reference them.

12. Please include a risk factor discussing the risks assoc iated with threats to your cyber -
security. In this regard, we note your disclosure on page 18 that you “were exposed to

Jon Kessler
HealthEquity, Inc.
May 1, 2014
Page 4

 risks relating to the 2013 theft of payment card numbers housed in Target Corporation’s
point of sale system.”

Special Note Regarding  Forward -Looking Statements and Industry Data, page 42

13. Throughout your prospectus you set forth market data and certain industry data obtained
through a variety of sources.  You state that you have not independently verified the
accuracy and completeness of this information.  Please revise such statement as ne cessary
so that you do not suggest that you could lack a reasonable belief as to the accuracy and
completeness of the market data you elect to include in the filing.

Capitalization, page 47

14. Please separate the line item cash and cash equivalents with a  double underline from the
capitalization section.

Management’s Discussion and Analysis of Financial C ondition and Results of Operations , page
56

Liquidity and Capital Resources, page 68

15. We note that you expect to increase your capital expenditures in  fiscal year 2015
compared to fiscal year 2014.  Please revise to discuss known trends or any known
demands, commitments, events or uncertainties that will result in or that are reasonably
likely to impact your liquidity or operations in any material way, as well as the current
and potential future impact of these trends and conditions on your liquidity, operations
and capital resources, giving particular consideration to the fact that your primary sources
of liquidity are cash flows from operations and net  proceeds from this offering.  Please
also address the impact that your acquisitions, as opposed to solely organic growth, have
had and are expected to have on your results of operations, including revenues and costs.
Please refer to Item 303(a)(1) and (2 ) of Regulation S -K.

Business, page 78

Company Overview, page 78

16. Please provide support for the statement that you are “a leader and an innovator in the
high growth category of technology -enabled services platforms that empower consumers
to make healt hcare saving and spending decisions,” including an indication of the metrics
used in making such determinations, as well as your belief that “traditional health
insurance’s inability to impact long -term cost trends has been due in part to consumers
not bei ng aligned, engaged or empowered with incentives and information.”

Jon Kessler
HealthEquity, Inc.
May 1, 2014
Page 5

 Our Opportunity, page 80

17. We note your statement that only 3% of HSA accounts include investments today.  Please
provide the rationale for your belief that the number of HSA accounts in cluding
investments will increase in the future.

Our Competitive Strengths, page 82

Complete Solution for Managing Consumer Healthcare Saving and S pending, page 83

18. We note your statement that “ [o]n average, every month 28% of our members sign  into
[y]our platform and 13% reach out to one of [y]our advisors.”  We also note your
statement that “[ y]our platform provides an ecosystem where consumers can access their
tax-advantaged healthcare savings, compare treatment options and pricing, evaluate  and
pay healthcare bills, receive personalized benefit and clinical information, earn wellness
incentives, and make educated investment choices to grow their tax -advantaged
healthcare savings.”  Please provide further details regarding the ways and freque ncy
with which your users utilize the multi -functional nature of your platform.

Differentiated Consu mer Experience, page 84

19. Please provide further details regarding how your “Teachable Moments” helped you
generate more than $100 million in additional H SA deposits in fiscal year 2014.

Large and Diversified Channel Access, page 84

20. Please provide further details regarding your “B2B2C” channel strategy, including the
structure of such strategy and the reasons you believe such strategy is effective.   Please
also discuss how such strategy impacts the growth strategy discussed on pages 86 -89,
including how it impacts growth through increasing the number of HSA Members as
opposed to increasing the number of Network Partners.

Our Products and Services, pag e 89

21. Please provide further disclosure regarding your investment advisory services, including
your relationship with the brokers who provide such services and what types of
investments are involved.

Our Competitive Landscape, page 91

22. We note that as of January  31, 2014, you estimated that you have a market share of over
8%, and are among the five largest HSA custodians by market share.  Please provide
further information regarding the market share of other four largest HAS custodians.

Jon Kessler
HealthEquity, Inc.
May 1, 2014
Page 6

 Facilities, pa ge 95

23. We note your disclosure on page 33 regarding a back -up site in Texas.  Please revise your
disclosure here to discuss this site, or tell us why such disclosure is unnecessary.

Management, page 97

24. For each director, briefly discuss the specific experience, qualifications, attributes or
skills that led to the conclusion that the person should serve as a director, in light of your
business and structure.  Please see Item 401 of Regulation S -K.

Executive Compensation, page 102

Compensation of the Named Executive Officers, page 102

25. We note that Stephen D. Needleman, M.D., served as your Chief Executive Officer until
“January 2014. ”  We also note that Item 402(m)(2) requires disclosure of compens ation
regarding (i) “all individuals serving as [your] principal executive officer (“PEO”) [. . .]
during the last completed fiscal year,” and (ii) the “two most highly compensated
executive officers other than the PEO who were serving as executive officer s at the end
of the last completed fiscal year.”  Please advise or revise your compensation disclosure
accordingly.  Please see Regulation S -K Compliance and Disclosure Interpretation
117.06, available  on our website.

Narrative to Summary Compensation T able, page 102

26. We note that you plan to enter into post -IPO employment agreements with each of your
named executive officers.  If known, p lease describe the material terms of such
agreements.  Please see Item 402(o) of Regulation S -K.

Annual Bonus Plan , page 103

27. Please disclose the revenue, earnings before interest, taxes, depreciation, and
amortization and assets under management at the end of the fiscal year targets utilized in
the year ended January 31, 2014, the actual revenue, earnings before inte rest, taxes,
depreciation, and amortization and assets under management achieved in the year ended
January 31, 2014, the amount of any payouts, and the manner in which the payouts, if
any, were made.  Please refer to Item 402(b) of Regulation S -K.

28. Please disclose the individual and team goals for each executive, as well as provide
further details regarding how the President and Chief Executive Officer and/or the
Compensation Committee determine that such goals are met .

Jon Kessler
HealthEquity, Inc.
May 1, 2014
Page 7

 Certain Relationships and Related Party Transactions, page 117

Independent Contractor Agreement, page 120

29. We note that you entered into an independent Contractor Agreement with Healthcharge
Inc. in March 2009, and that Jon Kessler, your President and Chief Executive Officer,
was the Executive Chairman and the Chairman of Healthcharge Inc. at such time.  Please
confirm if Mr. Kessler is still the Executive Chairman and the Chairman of Healthcharge
Inc., and if the amounts due under such Independent Contractor Agreement consist of t he
service fee paid to Mr. Kessler, and revise your disclosure accordingly.

Principal Stockholders, page 121

30. Please disclose all individuals and entities who have direct or indirect beneficial
ownership of your shares,  For example, please disclose all  natural persons  who may be
deemed to have voting and dispositive power over the shares  held by Berkley Capital,
LLC , not just those persons  who are also members of your board of directors.   Please see
Item 403 of Regulation S -K.

Description of capital stock, page 124

31. Please disclose the number of holders of each class of stock.  Please see Item 201(b) of
Regulation S -K.

32. We note your disclosure that your certificate of incorporation will include a provision
that the Court of Chancery of the State of Delaware will be the exclusive forum for
certain actions involving the company.  Please tell us what consideration you gave to
including a risk factor discussing the effects of such a provision on your stockholders,
including the possibility that the provi sion may discourage lawsuits or that courts in
jurisdictions outside of Delaware will be unwilling to enforce the terms of the provision.

Change in Independent Accountant, page 141

33. Please revise your disclosure to clarify t