SecProbe.io

July 16 , 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 Registration Statement on Form S -1
  Filed July 16 , 2014
  File No. 333 -196645

Dear Mr. Kessler :

We have reviewed your 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 amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not bel ieve an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Prospectus Summary, pa ge 1

1. Please discuss in this section (i) the number of options to be granted to management
contingent and effective upon execution of the Underwriting Agreement and (ii) the
percentage of the dividend declared on each of the capital stock and preferred sto ck, and
the corresponding percentage of the net proceeds of the offering, that management will
receive.

Summary consolidated financial and other data, page 15

2. Please refer to footnote (1).  You disclose that the pro forma column assumes the
declaration o f the $50 million dividend and the payment thereof as well as the payment of
a cash dividend on your outstanding series D -3 redeemable convertible preferred stock.
Please explain why there is no change in the amount of the actual cash and cash
equivalents  as of April 30, 2014 and pro forma cash and cash equivalents giving effect to

Jon Kessler
HealthEquity, Inc.
July 16, 2014
Page 2

 the payments disclosed.  Alternatively, please revise footnote (1) to remove reference to
the payments and indicate in footnote (2) the payments.  This comment also applies to
disclosure regarding your capitalization on page 49.

Risk Factors, page 18

Risks Related to Our Business, page 18

We rely on a single bank identification number sponsor for our payment cards. . ., page 24

3. Please clarify the material risks to your business, if any, related to your BIN sponsor’s
consent order with the FDIC relating to its obligations under the Bank Secrecy Act.

Use of Proceeds, page 46

4. You anticipate receiving between $90.3 million and $104.2 million in net proceeds from
the sale o f the common stock covered by the registration statement, and you have
disclosed specific uses for only $50.345 million of such net proceeds.  This leaves
approximately  $40-54 million in net proceeds to be used for “working capital and other
general corpor ate purposes.”  As it appears that you do not have a specific plan for this
significant portion  of the proceeds, and given your language in both the Use of Proceeds
and Risk Factors sections regarding the board’s broad discretion in using such proceeds,
please explicitly state in your filing that you do not have a specific plan for this portion of
the proceeds and discuss the principal reasons for the offering pursuant to Item 504 of
Regulation S -K.

5. Please disclose the amount of estimated underwriting disc ounts and commissions and
estimated offering expenses payable by you.

Dividend policy, page 48

6. We note you modified your stock awards under each of your stock plans as a result of the
special dividend by reducing the exercise price of the stock options o utstanding by $1.00.
We also note your disclosure that the plans required you to adjust the outstanding stock
options to prevent dilution of the holders’ interests as a result of the special dividend.
Please advise us how you determined the requirement t o adjust the outstanding stock
options to prevent dilution of the holders’ interests was not a discretionary provision and
required an equitable or proportionate adjustment.  Please refer to ASC 718 -20-35-6.

7. Please provide us the following information reg arding your modification of the stock
awards:

 Please tell us the fair value of the options immediately before the modification and
the fair value of the options immediately after the modification.

Jon Kessler
HealthEquity, Inc.
July 16, 2014
Page 3

  Please tell us the amount of incremental compensation as a  result of the modification,
if any.
 Please tell us your consideration of disclosing the impact of the modification, or lack
thereof, on your financial statements.

Consolidated balance sheets, page F -3

8. Please include a footnote at the bottom of the balan ce sheet that explains the adjustments
made to arrive at pro forma balances.  Alternatively, provide a cross -reference to the
Notes to Consolidated Financial Statements where the adjustments are discussed.

9. Please disclose the reason for the change in accounts payable and Series D -3 Dividends
Payable with regard to the pro forma amounts as of April 30, 2014.  In addition, please
tell us your consideration of disclosing the board of directors’ declaration of the special
dividend and modification to the s tock options outstanding in a note to the financial
statements.

Note 2. Net income (loss) per share attributable to common stockholders, page F -16

10. Please disclose the reason for your adjustment to reflect shares issued in the offering
necessary to replac e dividends in excess of earnings and show us how you determined the
number of shares.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securit ies Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

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 questions.

Sincerely,

 /s/ Lilyanna L. Peyser for

 Mara L. Ransom
Assistant Director

cc: Gordon Caplan