SecProbe.io

May 22 , 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.
  Amendment No. 1 to Draft Registration Statement on Form S -1
  Submitted  May 9 , 2014
  CIK No. 0001428336

Dear Mr. Kessler :

We have reviewed your amended 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 circumst ances 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. Section 3(a)( 1)(C)  of the Investment Company Act of 1940 defines “investment
company”  as any issuer that “is engaged or proposes to engage in the business of
investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to
acquire investment securities having a value exceeding 40 per cen tum of the value of
such issuer’ s total assets (exclusive of Government securities and cash ite ms) on an
unconsolidated basis.”  Please provide us with a w ritten response analyzing whether you
are an  invest ment company under the 1940 Act, including appropriate documentation to
support your analysis.   If you determine that you are  an investment company: (1) explain
why you are  not required to register as an i nvestment company under the 1940 Act (e.g.,
provide a complete and detailed explanation of the basis for your reliance upon any
exemption or exclusion from the definition of investment company under the 1940 Act);
or (2) if no exemption or exclusion from t he definition of investment company is

Jon Kessler
HealthEquity, Inc.
May 22 , 2014
Page 2

 available to you, explain what action you have taken or plan to t ake, either to fall outside
of that definition, or to register as an investment company.

2  We note your response to comment 39 in our letter dated May  1, 2014, which indicates
that you began providing investment advisory services in fiscal year 2015.   However, the
disclosure throughout your prospectus indicates that you have provided such services
since 2013.  Please advise.

Prospectus Summary, page 1

Overview, page 1

3. We note your response to comment 8 in our letter date d May 1, 2014.  Please clarify your
disclosure on pages 2 and 81 to include the number of individuals under the age of 65
that are covered by private health insurance.

4. We note your response to comment 9 in our letter date d May 1, 2014.  Please clarify your
disclosure on pages 3 and 81 to state that lower health insurance costs are limited to large
employers.  Please also revise your disclosure to include the rationale for y our
expectations, including but not limited to your response to the aforementioned comment.

The Offering, page 13

5. As requested in comment 10 in our letter dated May 1, 2014, please disclose that Messrs.
Medici and Ghegan, your directors, can be deem ed to beneficially own the shares
currently owed and to be held by Berkeley after the offering, as well as briefly describe
the history of Berkeley’s involvement in your business.

Management’s Discussion and A nalysis of Financial Condition and Results of Operations , page
58

Liquidity and Capital Resources, page 70

6. We note your response to comment 15 in our letter dated May 1, 2014.  While your
response addresses the impact of acquisitions on your business, it does not appear that
your disclosure ge nerally addresses the known trends or 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 revise or advise.   Pleas e refer to
Items 303(a)(1) and (2)  of Regulation S -K.

Jon Kessler
HealthEquity, Inc.
May 22 , 2014
Page 3

 Business, page 80

Company Overview, page 80

7. We note your response to comment 16 in our letter dated May 1, 2014.  Please revise
your disclosure to state that you are  “a leader and an innovator”  based on the industry -
first accomplishments and the statements of third parties, including the names of such
parties.  Please also revise the disclosure in your registration statement to provide support
for your belief that “traditional health insurance’s  difficulty in impacting  long-term cost
trends has been due in part to consumers not being aligned, engaged or empowered with
incentives and information.”

Our Opportunity, page 82

8. We note your response to comment 17 in our letter dated May 1, 2014.  Please revise
your disclosure to provide the rationale for your belief that the number of HSA accounts
including investments will increase in the future.

Our Competitive Strengths, page 84

Complete Solution for Managing C onsumer Healthc are Saving and Spending, page 85

9. We note your response to comment 18 in our letter dated May 1, 2014.  Please further
revise your disclosure to p rovide further details regarding the frequency with which your
users utilize the multi -functional nature of your platform.

Differentiated C onsume r Experience, page 86

10. We note your response to comment 19 in our letter dated May 1, 2014.  Please revise
your disclosure to  provide further details regarding how your “Teachable Moments”
helped you generate more than $100 million in additional HSA deposits in fiscal year
2014.

Large and Diversified Channel Access, page 87

11. We note your response to comment 20 in our letter dated May 1, 2014.  Please further
revise your disclosure to include a discussion of how your “B2B2C” channel strategy
impacts growth through increasing the number of HSA Members as opposed to
increasing the number of Network Partners.

Executive Compensation, page 106

12. Please clarify that the service fee paid to Mr. Kessler pursuant to the i ndependent
contractor payments is  actually paid to Healthcharge Inc.  In addition, please revise Mr.

Jon Kessler
HealthEquity, Inc.
May 22 , 2014
Page 4

 Kessler’s biographical information on page 100 to state that he is also the Executive
Chairman and the Chairman of Healthcharge Inc.

Notes to Consolidated  Financial Statements, page F -8

Intangible assets, net, page F -10

Note 4. Intangible Assets and Goodwill, page F -18

13. We note your responses to comments 38 and 41 o f our letter dated May 1, 2014.  Given
acquired intangible member assets constitute o ver 40% of your total assets as of January
31, 2014, please tell us your consideration of expanding your disclosure to include a
description of the nature of these assets, the factors supporting your determination of
estimated useful lives of 15 years and why straight -line amortization is appropriate.

If you intend to respond to these comments with an amended draft registration statement ,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s Octob er 11 , 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm .

Please contact Ta Tanisha Meadows , Staff Accountant , at (202) 551 -3322  or Donna Di
Silvio, Staff Accountant, at (202) 551 -3202  if you have any questions regarding comments on
the financial statements and related matters.   Please contact Lilyanna Peyser, Special Counsel, at
(202) 551 -3222 or Liz Walsh, Staff Attorney , at (202) 551 -3696 or me at (202) 551 -3720 with
any other questions.

Sincerely,

 /s/ Lilyanna L. Peyser for

 Mara L. Ransom
Assistant Director

cc: Gordon Caplan