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 February 5, 2026

James Lucania
Executive Vice President and Chief Financial Officer
HealthEquity, Inc.
15 West Scenic Pointe Drive Suite 100
Draper UT 84020

 Re: HealthEquity, Inc.
 Form 10-K for Fiscal Year Ended January 31, 2025
 File No. 001-36568
Dear James Lucania:

 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 VIA EDGAR

 January 29, 2026

 Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C.  20549
 Attn:  Patrick Kuhn and Theresa Brillant
           Division of Corporation Finance

 Re:

 HealthEquity, Inc.
 Form 10-K for the Fiscal Year Ended January 31, 2025
 File No. 001-36568

 Dear Mr. Kuhn and Ms. Brillant:

 On behalf of HealthEquity, Inc. (“ HealthEquity ” or the “ Company ”), set forth below are HealthEquity’s responses to the comments of the staff (the “ Staff ”) of the Securities and Exchange Commission contained in your letter dated January 23, 2026 to Mr. James Lucania, Executive Vice President and Chief Financial Officer of the Company.  For your convenience, we have set
 forth below the Staff's comments in italics, followed by HealthEquity’s responses thereto.  As further discussed below, the Company intends to implement these changes in its upcoming Form 10-K for the Fiscal Year Ended January 31, 2026 (the “ FY 2026 Form 10-K ”) and subsequent periodic reports.

 Form 10-K filed March 18, 2025

 Item 7. Management’s discussion and analysis of financial condition and results of operations
 Key financial and operating metrics, page 35

 1.

 We note that you present a discussion of non-GAAP measures prior to your discussion of GAAP results. Please revise to present
 the discussion and analysis of your GAAP measures with equal or greater prominence than your non-GAAP discussion.  Refer to Item 10(e)(1)(i)(A) of Regulation S-K and the guidance in Question 102.10(a) of the Non- GAAP Financial Measures
 Compliance and Disclosure Interpretations.

 In response to this comment, commencing with our FY 2026 Form
 10-K, we will move the sections entitled “Adjusted EBITDA” and “Non-GAAP net income,” which include a discussion of non-GAAP financial measures, from their current location to a new section to be captioned “Non-GAAP financial measures” that follows the “Results of operations” section, which
 contains a discussion of our GAAP results, so that our discussion and analysis of our GAAP measures have equal or greater prominence than our non-GAAP discussion.
 Our existing section titled “Key financial and operating metrics” will accordingly be renamed “Key operating metrics” to reflect the removal of these sections, as the sections “Adjusted EBITDA” and “Non-GAAP net income” were previously presented as
 subcategories under this heading.

 2.

 We note that the reconciliation of net income to non-GAAP net income includes an adjustment for amortization of acquired
 intangible assets. Please disclose the nature of the amortization being excluded from the measure, and clarify that while the expense is excluded, the revenue of the acquired company is reflected in the measure and that the purchased
 intangible assets contribute to revenue generation.

 With the move of the non-GAAP sections described above, a
 discussion of the nature of our amortization of acquired intangible assets expense, which appears under “Key components of our results of operations – Operating
 expenses,” will now precede the adjustment for this item under our non-GAAP discussion, so we do not believe that additional (repetitive) disclosures are needed in the non-GAAP sections.  In addition, as requested, commencing with our FY 2026 Form
 10-K, we will include in our discussion of this adjustment for amortization of acquired intangible assets the following language:

 While amortization of acquired intangible assets is being excluded from non-GAAP financial measures, the revenue
 generated from those acquired intangible assets is not excluded.

 Should you or any other member of the Staff have any questions, please do not hesitate to call me at (212) 728-8592.

 Very truly yours,

 /s/ Jeffrey S. Hochman

 Jeffrey S. Hochman

 cc:  James Lucania
        Delano Ladd

<DOCUMENT>
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<TEXT>
 January 23, 2026

James Lucania
Executive Vice President and Chief Financial Officer
HealthEquity, Inc.
15 West Scenic Pointe Drive Suite 100
Draper UT 84020

 Re: HealthEquity, Inc.
 Form 10-K for Fiscal Year Ended January 31, 2025
 File No. 001-36568
Dear James Lucania:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K filed March 18, 2025
Item 7. Management s discussion and analysis of financial condition and
results of operations
Key financial and operating metrics, page 35

1. We note that you present a discussion of non-GAAP measures prior to your
discussion of
 GAAP results. Please revise to present the discussion and analysis of
your GAAP
 measures with equal or greater prominence than your non-GAAP discussion.
 Refer to Item 10(e)(1)(i)(A) of Regulation S-K and the guidance in
Question 102.10(a)
 of the Non- GAAP Financial Measures Compliance and Disclosure
Interpretations.
2. We note that the reconciliation of net income to non-GAAP net income
includes an
 adjustment for amortization of acquired intangible assets. Please
disclose the nature of
 the amortization being excluded from the measure, and clarify that while
the expense is
 excluded, the revenue of the acquired company is reflected in the
measure and that the
 purchased intangible assets contribute to revenue generation.
 In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
 January 23, 2026
Page 2

 Please contact Patrick Kuhn at 202-551-3308 or Theresa Brillant at
202-551-3307 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
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United States securities and exchange commission logo
October 6, 2022
Tyson Murdock
Executive Vice President and Chief Financial Officer
HealthEquity, Inc
15 West Scenic Pointe Drive Suite 100
Draper, Utah 84020
Re:HealthEquity, Inc
Form 10-K for the Fiscal Year Ended January 31, 2022
Filed March 31, 2022
Form 10-Q for the Interim Period Ending April 30, 2022
Filed June 8, 2022
File No. 001-36568
Dear Tyson Murdock:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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      787 Seventh Avenue

        New York, NY 10019-6099

        Tel:  212 728 8000

        Fax: 212 728 8111

    VIA EDGAR

    September 14, 2022

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C.  20549

            Attn:

            Aamira Chaudhry and Doug Jones

            Division of Corporation Finance

            Re:

            HealthEquity, Inc.

              Form 10-K for the Fiscal Year Ended January 31, 2022

              Filed March 31, 2022

            Form 10-Q for the Interim Period Ended April 30, 2022

            Filed June 8, 2022

              File No. 001-36568

    Dear Ms. Chaudhry and Mr. Jones:

    On behalf of HealthEquity, Inc. (“HealthEquity” or the “Company”), set forth below are HealthEquity’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission
      contained in your letter dated September 1, 2022 to Mr. Tyson Murdock, Executive Vice President and Chief Financial Officer of the Company.  For your convenience, we have set forth below the Staff's comments in italics, followed by HealthEquity’s
      responses thereto.  As further described below, the Company has already incorporated changes in response to certain of these comments in its recent Form 10-Q for the Interim Period Ended July 31, 2022 (the “2Q Form 10-Q”), filed on September
      8, 2022.

    Form 10-K for the Fiscal Year Ended January 31, 2022

    Management's Discussion of Financial Condition and Results of Operations

    Key financial and operating metrics

    Adjusted EBITDA, page 40

              1.

              You present your non-GAAP measure "adjusted EBITDA" as a percentage of revenue.  Please present on this basis in your periodic filings with equal or greater prominence the comparable GAAP
                measure to "adjusted EBITDA." Refer to Item 10(e)(1)(i)(A) of Regulation S-K.

      Ms. Aamira Chaudhry

      Mr. Doug Jones

      Securities and Exchange Commission

      September 14, 2022

      Page 2

    In response to this comment, we have added in our 2Q Form 10-Q (see page 24), and will add in our future periodic filings, a presentation of our net income (loss), the comparable GAAP measure, as a
      percentage of revenue, prior to our presentation of Adjusted EBITDA as a percentage of revenue.

    Key components of our results of operations

    Operating expenses, page 42

              2.

              You disclose technology and development operating expense include the costs of operating your on-demand technology infrastructure. Please explain to us your consideration of classifying these
                costs in cost of revenue as it appears you generate revenue from operating your platforms.

    We classify costs as either cost of revenue or operating expenses based on our judgment whether the costs are associated directly with generating revenue and the services rendered under our performance
      obligations.  Considering the guidance in ASC 705 and Rule 5-03 of Regulation S-X, we include as service costs within cost of revenue our costs to fulfill our performance obligations, which primarily relate to the administration of health savings
      accounts and other consumer-directed benefit accounts, managing employer client, partner and member relationships, and processing reimbursement claims.  These service costs relate primarily to personnel and related costs that vary based on the volume
      of administration services provided under, and the number of employees required to fulfill, these performance obligations.

    In contrast, we classify the costs of developing, maintaining, and ensuring the security and compliance of our technology infrastructure as technology and development operating expenses, because these
      costs are not associated directly with the services rendered under our performance obligations, and do not vary directly in response to our volume of performance obligations.  Other than certain immaterial amounts, we do not invoice our customers for
      the use of our technology platforms, sell our technology infrastructure to our customers, nor do we offer it as a software-as-a-service offering.

    Liquidity and capital resources

    Cash flows from operating activities, page 47

              3.

              Your discussion of cash flows from operating activities appears to be a recitation of the items presented in your statement of cash flows of how the amount of operating cash flow was derived
                for each period. Your discussion also refers to noncash items that do not impact cash. Pursuant to Item 303 of Regulation S-K, your discussion should be an analysis of why operating cash materially changed between periods presented. This
                includes discussing material changes in underlying factors, particularly in regard to working capital, between periods. Refer to the introductory paragraph of section IV.B and paragraph B.1 of Release No. 33-8350 for guidance. Please revise
                the disclosure in your annual and interim period filings as appropriate.

        Ms. Aamira Chaudhry

        Mr. Doug Jones

        Securities and Exchange Commission

        September 14, 2022

        Page 3

    In response to this comment, we have revised in our 2Q Form 10-Q (see page 31), and we will revise in our future periodic filings, our discussion of our cash flows from operating activities to focus on
      the material changes in underlying factors between the relevant periods, removing references to noncash items that do not impact our cash flow from operating activities.

    Item 8. Financial Statements and Supplementary Data

    Note 6. Intangible assets and goodwill, page 70

              4.

              Please revise to present accumulated amortization for each major intangible asset class.  Refer to ASC 350-30-50-2.a.1 for guidance.

    As requested, we have included in our 2Q Form 10-Q (see page 11), and will include in our future periodic filings, a presentation of accumulated amortization for each major class of intangible assets
      presented in the table.

    Form 10-Q for the Interim Period Ending April 30, 2022

    Management's Discussion and Analysis of Financial Condition and Results of Operations, page

    17

              5.

              We note the loss from operations in each three months ended period from the interim period ended July 31, 2021 to the current interim period. Please disclose the reason(s) for this apparent
                trend and provide other relevant trend information pursuant to Item 303 of Regulation S-K. Also refer to Release Nos. 33-6835 and 33-8350 for further guidance.

    Given the line items and other factors that comprise loss from operations and the various items, both macroeconomic and Company-specific, that potentially impact this line item
      (including some that may have a significant positive impact), we do not consider this a “known trend” that is “reasonably likely” to come to fruition within the meaning of Item 303 of Regulation S-K, even though, as noted, we experienced a loss from
      operations in each fiscal quarter from the fiscal quarter ended July 31, 2021. We note that we do include disclosure of known trends with respect to various components of our financial results, both with respect to the completed fiscal periods as
      well as future periods, where appropriate.  See, among others (taken from our 2Q Form 10-Q):

              •

              our discussion of custodial revenue (“Although interest rates have increased, we expect our custodial revenue to continue to be adversely affected . . .” See page 20.);

        Ms. Aamira Chaudhry

        Mr. Doug Jones

        Securities and Exchange Commission

        September 14, 2022

        Page 4

                •

                cost of revenue (“On an annual basis, we expect our cost of revenue to continue to increase as a percentage of our total revenue, primarily due to the inclusion of a full year of Further's results of operations
                  and expected increases in stock-based compensation.” See page 28.);

                •

                sales and marketing expense (“We expect our sales and marketing expenses to increase for the foreseeable future as we focus on our cross-selling program and marketing campaigns. On an annual basis, we expect
                  our sales and marketing expenses to increase as a percentage of our total revenue, primarily due to the inclusion of a full year of Further's results of operations and expected increases in stock-based compensation.” See page 28.);

                •

                technology and development expense (“We expect our technology and development expenses to increase for the foreseeable future as we continue to invest in the development and security of our proprietary
                  technology. On an annual basis, we expect our technology and development expenses to increase as a percentage of our total revenue, primarily due to the inclusion of a full year of Further's results of operations, expected increases in
                  stock-based compensation, and our growth initiatives.” See page 28.);

                •

                general and administrative expense (“We expect our general and administrative expenses to increase for the foreseeable future due to the additional demands on our legal, compliance, and accounting functions
                  that we incur as we continue to grow our business. On an annual basis, we expect our general and administrative expenses to increase as a percentage of our total revenue, primarily due to the inclusion of a full year of Further's results
                  of operations, expected increases in stock-based compensation, and our growth initiatives.” See page 29.); and

                •

                interest expense (“On an annual basis, we expect interest expense to increase, primarily from the inclusion of a full year of interest expense on the $600.0 million aggregate principal
                  amount of the Notes, which were issued in October 2021, and due to the impact of increased interest rates on our term loan facility, which had an outstanding principal balance of $345.6 million as of July 31, 2022.” See page 29.).

    We will continue to consider each quarter additional disclosure of known trends as appropriate.

    Should you or any other member of the Staff have any questions, please do not hesitate to call me at (212) 728-8592.

    Very truly yours,

    /s/ Jeffrey S. Hochman

    Jeffrey S. Hochman

              cc:

              Tyson Murdock

              Delano Ladd

United States securities and exchange commission logo
September 1, 2022
Tyson Murdock
Executive Vice President and Chief Financial Officer
HealthEquity, Inc
15 West Scenic Pointe Drive Suite 100
Draper, Utah 84020
Re:HealthEquity, Inc
Form 10-K for the Fiscal Year Ended January 31, 2022
Filed March 31, 2022
Form 10-Q for the Interim Period Ending April 30, 2022
Filed June 8, 2022
File No. 001-36568
Dear Mr. Murdock:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended January 31, 2022
Management's Discussion of Financial Condition and Results of Operations
Key financial and operating metrics
Adjusted EBITDA, page 40
1.You present your non-GAAP measure "adjusted EBITDA" as a percentage of revenue.
Please present on this basis in your periodic filings with equal or greater prominence the
comparable GAAP measure to "adjusted EBITDA."  Refer to Item 10(e)(1)(i)(A) of
Regulation S-K.

 FirstName LastNameTyson  Murdock
 Comapany NameHealthEquity, Inc
 September 1, 2022 Page 2
 FirstName LastName
Tyson  Murdock
HealthEquity, Inc
September 1, 2022
Page 2
Key components of our results of operations
Operating expenses, page 42
2.You disclose technology and development operating expense include the costs of
operating your on-demand technology infrastructure.  Please explain to us your
consideration of classifying these costs in cost of revenue as it appears you generate
revenue from operating your platforms.
Liquidity and capital resources
Cash flows from operating activities, page 47
3.Your discussion of cash flows from operating activities appears to be a recitation of the
items presented in your statement of cash flows of how the amount of operating cash flow
was derived for each period.  Your discussion also refers to noncash items that do not
impact cash.  Pursuant to Item 303 of Regulation S-K, your discussion should be an
analysis of why operating cash materially changed between periods presented.  This
includes discussing material changes in underlying factors, particularly in regard to
working capital, between periods.  Refer to the introductory paragraph of section IV.B and
paragraph B.1 of Release No. 33-8350 for guidance.  Please revise the disclosure in your
annual and interim period filings as appropriate.
Item 8. Financial Statements and Supplementary Data
Note 6. Intangible assets and goodwill, page 70
4.Please revise to present accumulated amortization for each major intangible asset class.
Refer to ASC 350-30-50-2.a.1 for guidance.
Form 10-Q for the Interim Period Ending April 30, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
17
5.We note the loss from operations in each three months ended period from the interim
period ended July 31, 2021 to the current interim period.  Please disclose the reason(s) for
this apparent trend and provide other relevant trend information pursuant to Item 303 of
Regulation S-K.  Also refer to Release Nos. 33-6835 and 33-8350 for further guidance.

 FirstName LastNameTyson  Murdock
 Comapany NameHealthEquity, Inc
 September 1, 2022 Page 3
 FirstName LastName
Tyson  Murdock
HealthEquity, Inc
September 1, 2022
Page 3
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Aamira Chaudhry at 202-551-3389 or Doug Jones at 202-551-3309
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

Mail Stop 3561
August 2 , 2016

Mr. Jon Kessler
President and Chief Executive Officer
HealthEquity, Inc.
15 West Scenic Pointe Drive, Suite 100
Draper, Utah 84020

Re: HealthEquity, Inc.
 Form 10-K for the Fiscal Year Ended January 31, 2016
Filed March 31, 2016
File No. 1 -36568

Dear Mr. Kessler :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the  United States.  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 Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief
Office of Consumer Products

cc: Del Ladd
 Associate General Counsel

CORRESP
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HEALTHEQUITY, INC.

15 West Scenic Pointe Drive, Suite 100

 Draper, Utah 84020

July 25, 2016

VIA EDGAR AND UNITED PARCEL SERVICE

William H. Thompson

Accounting Branch Chief

Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549-7010

Re:

HealthEquity, Inc.

Form 10-K for the Fiscal Year Ended January 31, 2016

Filed March 31, 2016

 Definitive Proxy Statement on Schedule 14A

Filed May 10, 2016

Form 8-K Filed June 7, 2016

File No. 1-36568

Dear Mr. Thompson:

Please find set forth below the responses of HealthEquity, Inc. (the “Company”) to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter, dated July 14, 2016, to Mr. Jon Kessler, President and Chief Executive Officer of the Company in respect of the above-identified filings (the “Filings”).

Form 10-K for the Fiscal Year Ended January 31, 2016

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Key Factors Affecting Our Performance, page 32

1.
Comment:  We note your disclosure that, as a non-bank custodian, your results are impacted by changes in prevailing interest rates. In future filings, please discuss how the prevailing and sustained low interest rates in the United States impact your results of operations and, given that the Federal Reserve has already instituted one increase in December of 2015, describe in detail how any further increases will impact you going forward. Refer to Item 303(a)(3) of Regulation S-K. Please tell us what this disclosure will look like.

Response:  The Company respectfully acknowledges the Staff’s comment and will include in future filings disclosure discussing how prevailing interest rates, both sustained low interest rates and interest rate increases, impact the Company’s results of operations. The Company advises the Staff that the December of 2015 interest rate increase by the Federal Reserve did not have a material impact on the Company’s result of operations for the periods reported. The Company expects that the future disclosure will look similar to the following:

Securities and Exchange Commission

July 25, 2016

 Page 2

As a non-bank custodian, we contract with FDIC-insured custodial depository bank partners and an insurance company partner to hold cash AUM on behalf of our members, and we generate a significant portion of our total revenue from interest we receive based on interest rates offered to us by these partners.  The contract terms range from three to five years and have either fixed or variable interest rates.  As our AUM increases and existing agreements expire, we seek to enter into new contracts with FDIC-insured custodial depositary bank partners, the terms of which are impacted by the then-prevailing interest rate environment.  The diversification of deposits among bank partners and varied contract terms substantially reduce our exposure to short-term fluctuations in prevailing interest rates and mitigate the short-term impact of a sustained increase or decline in prevailing interest rates to our custodial revenue.  A sustained decline in prevailing interest rates may negatively affect our business by reducing the size of the interest rate yield, or yield, available to us and thus the size of the custodial revenue we can realize.  Conversely, a sustained increase in prevailing interest rates would present us with an opportunity to increase our yield.  An increase in our yield would increase our custodial revenue as a percentage of total revenue.  In addition, as our yield increases, we expect the spread to grow between the interest offered to us by our custodial depository bank partners and the interest we offer our members, thus increasing our profitability.  Changes in prevailing interest rates are driven by macroeconomic trends and government policies over which we have no control.

Definitive Proxy Statement on Schedule 14A

2.
Comment:  Please tell us why you did not include a separate resolution subject to shareholder advisory vote to approve the compensation of its named executive officers and a separate resolution subject to shareholder advisory vote as to the frequency of the say-on-pay vote.  Refer to Rule 14a-21 of the Securities Exchange Act of 1934.

Response:  The Company respectfully submits that it was not required to include a separate resolution subject to shareholder advisory vote to approve the compensation of its named executive officers (the so-called “say-on-pay” vote) or a separate resolution subject to shareholder advisory vote as to the frequency of the say-on-pay vote (the so-called “frequency” vote) because the Company was an “emerging growth company” (as defined in the Jumpstart Our Business Startups (JOBS) Act of 2012) for less than two years after the date of its initial public offering.

The Company completed its initial public offering in August 2014 and qualified as an “emerging growth company” until January 31, 2016, the last day of the Company’s most recently completed fiscal year, because the Company was deemed to be a “large accelerated filer” (as defined in Rule 12b-2 under the Securities Exchange Act of 1934) on such date.  If an issuer was an “emerging growth company” for less than two years after the date of the first sale of common equity securities of the issuer

Securities and Exchange Commission

July 25, 2016

 Page 3

pursuant to an effective registration statement under the Securities Act of 1933 (its initial public offering date), it must hold a “say-on-pay” vote no later than the end of the three-year period beginning on the date of its initial public offering.  See Section 14A(e)(2)(B)(i) of the Securities Exchange Act of 1934.  Because the Company was an “emerging growth company” for less than two years after the date of its initial public offering, under Section 14A(e)(2)(B)(i) of the Securities Exchange Act of 1934, it was exempt from the requirement to include a “say-on-pay” proposal in its definitive proxy statement for the Company’s 2016 annual meeting of stockholders.  The Company respectfully advises the Staff that it intends to include a “say-on-pay” vote in its definitive proxy statement for the Company’s 2017 annual meeting of stockholders in compliance with the statute.

In addition, Section 14A(e) of the Securities Exchange Act of 1934 is silent as to when an issuer that ceases to be an “emerging growth company” must hold its first “frequency” vote.  Generally, Exchange Act Rule 14a-21 requires an issuer, upon becoming subject to the rule’s requirements, to conduct both a “say-on-pay” vote and a “frequency” vote at the next meeting of shareholders at which directors are to be elected.  Accordingly, it is the Company’s belief that the first “frequency” vote for an issuer that was an “emerging growth company” for less than two years after its initial public offering date should be held contemporaneously with the first “say-on-pay” vote.  The Company respectfully advises the Staff that it intends to include a “frequency” proposal in its definitive proxy statement for the Company’s 2017 annual meeting of stockholders.

Form 8-K Filed June 7, 2016

Exhibit 99.1

Business Outlook

3.
Comment:  We note your disclosure of estimated year ended January 31, 2017 Adjusted EBITDA and non-GAAP earnings per diluted share.  In future filings please present, with equal or greater prominence, the most directly comparable financial measure or measures calculated and presented in accordance with Generally Accepted Accounting Principles (GAAP) and a reconciliation (by schedule or other clearly understandable method), to the extent available without unreasonable efforts, of the differences between the non-GAAP financial measure disclosed or released with the most directly comparable financial measure or measures calculated and presented in accordance with GAAP.  Refer to Item 10(e)(1)(i)(A)-(B) of Regulation S-K.

Response:  The Company respectfully acknowledges the Staff’s comment and will present in future earnings releases the most directly comparable estimated financial measures calculated in accordance with GAAP, with equal or greater prominence to the estimated non-GAAP financial measures.  In addition, the Company will include in such releases a reconciliation of the differences between estimated non-GAAP financial measures with the most directly comparable estimated financial measures calculated and presented in accordance with GAAP.

Securities and Exchange Commission

July 25, 2016

 Page 4

The Company acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in the Filings, (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Filings, and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

* * * * * * *

Should members of the Commission staff have any questions or require any additional information, they should call the undersigned at (801) 727-6543.

Very truly yours,

HEALTHEQUITY, INC.

/s/ Delano W. Ladd

Name:

Title:

Delano W. Ladd

Deputy General Counsel

cc:

Via E-Mail

Jon Kessler, Chief Executive Officer

Matthew J. Haddad, Willkie Farr & Gallagher LLP

Mail Stop 3561
July 14 , 2016

Mr. Jon Kessler
President and Chief Executive Officer
HealthEquity, Inc.
15 West Scenic Pointe Drive, Suite 100
Draper, Utah  84020

Re: HealthEquity, Inc.
 Form 10-K for the Fiscal Year Ended January 31, 2016
Filed March 31, 2016
Definitive Proxy Statement on Schedule 14A
Filed May 10, 2016
Form 8 -K Filed June 7, 2016
File No. 1 -36568

Dear Mr. Kessler :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended January 31, 2016

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Key Factors Affecting Our Performance, page 32

1. We note your disclosure that, as a non -bank custodian, your result s are impacted by
changes in prevailing interest rates.   In future filings, please discuss how the prevailing
and sustained low interest rates in the United States impact your results of operations and,
given that the Federal Reserve has already instituted  one increase in December of 2015,
describe in detail how any further increases will impact you going forward.   Refer to Item
303(a)(3) of Regulation S -K.  Please tell us what this disclosure will look like.

Jon Kessler
HealthEquity, Inc.
July 14 , 2016
Page 2

 Definitive Proxy Statement on Schedule 14A

2. Please tell us why you did not include a separate resolution subject to shareholder
advisory vote to approve the compensation of its named executive officers and a separate
resolution subject to shareholder advisory vote as to the frequency of the say -on-pay
vote.   Refer to Rule 14a -21 of the Securities Exchange Act of 1934.

Form 8 -K Filed June 7, 2016

Exhibit 99.1

Business outlook

3. We note your disclosure of estimated year ended January 31, 2017 Adjusted EBITDA
and non -GAAP earnings per diluted share.  In future filings please present, with equal or
greater prominence, the most directly comparable financial measure or measures
calculated and presented in accordance with Generally Accepted Accounting Principles
(GAAP) and a reconciliation (by schedule or  other clearly understandable method), to the
extent available without unreasonable efforts, of the differences between the non -GAAP
financial measure disclosed or released with the most directly comparable financial
measure or measures calculated and pres ented in accordance with GAAP.  Refer to Item
10(e)(1)(i)(A) -(B) of Regulation S -K.

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 Securities  Exchange Act of
1934 and all applicable Exchange 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 ma de.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response t o staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of  the United States.

Jon Kessler
HealthEquity, Inc.
July 14 , 2016
Page 3

 You may contact Adam Phippen, Staff Accountant,  at (202) 551 -3336 or  Donna Di
Silvio, Staff Accountant,  at (202) 551 -3202  if you have questions regarding comments on the
financial statements and re lated matters.  Please contact Michael  Kennedy, Staff Attorney,  at
(202) 551 -3832  or Lilyanna Peyser, Special Counsel,  at (202) 551 -3720  with any other
questions.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief
Office of Consumer Products

cc: Del Ladd
 Associate General Counse l

CORRESP
1
filename1.htm

Underwriter Acceleration Request

 July 28, 2014

VIA ELECTRONIC SUBMISSION

 Securities and Exchange
Commission

 Mail Stop 3561

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

Attn:
Mara L. Ransom, Assistant Director

Lilyanna Peyser, Special Counsel

Liz Walsh, Staff Attorney

Re:
HealthEquity, Inc.

Registration Statement Filed on Form S-1

Registration No. 333-196645

 Ladies and Gentlemen:

Pursuant to Rule 460 under the Securities Act of 1933, we wish to advise you that we have distributed approximately 5,025 copies of the Preliminary
Prospectus dated July 17, 2014 through the date hereof, to underwriters, dealers, institutions and others.

 We have been informed by the
participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 We hereby
join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time, on Wednesday, July 30, 2014 or as soon thereafter as practicable.

 [signature page
follows]

 Very truly yours,

J.P. MORGAN SECURITIES LLC

WELLS FARGO SECURITIES, LLC

As representatives of the

 several Underwriters

By: J.P. MORGAN SECURITIES LLC

By:

 /s/ Ravi Sachdev

Name: Ravi Sachdev

Title:   Managing Director

By: WELLS FARGO SECURITIES, LLC

By:

 /s/ David Herman

Name: David Herman

Title:   Director

 [SIGNATURE PAGE TO
ACCELERATION REQUEST OF THE UNDERWRITERS]

CORRESP
1
filename1.htm

Company Acceration Request

 HealthEquity, Inc.

15 West Scenic Pointe Drive, Suite 100

Draper, Utah 84020

 July 28, 2014

VIA EDGAR AND FACSIMILE

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549

 Attn: Mara L. Ransom

Re:
HealthEquity, Inc. - Request for Acceleration

Registration Statement on Form S-1

(File No. 333-196645)

 Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, HealthEquity, Inc. (the “Registrant”) hereby
respectfully requests that the effectiveness of the above-captioned Registration Statement on Form S-1 (as amended to date, the “Registration Statement”) be accelerated to Wednesday, July 30, 2014 at 4:00 p.m. Eastern Time or as soon
as practicable thereafter or at such later time as the Registrant or its counsel may orally request via telephone. Under separate cover, you will receive today a letter from the managing underwriters of the proposed offering joining in the
Company’s request for acceleration of the effectiveness of the Registration Statement.

 The Company hereby also respectfully requests
that the effectiveness of its Form 8-A (File No. 001-36568) filed with your office on July 25, 2014 pursuant to the Securities and Exchange Act of 1934, as amended, for the Company’s common stock be accelerated to be simultaneous with the
effectiveness of the Registration Statement.

 The Registrant hereby acknowledges that:

i.
should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from
taking any action with respect to the Registration Statement;

ii.
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; and

 Securities and Exchange Commission

 Page
 2

iii.
the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 The cooperation of the staff in meeting the timetable described above is very much appreciated.

Sincerely,

 HealthEquity, Inc.

By:
/s/ Jon Kessler

Name:
Jon Kessler

Title:
President and Chief Executive Officer

cc:
Darcy Mott, Chief Financial Officer, HealthEquity, Inc.

Gordon R. Caplan, Esq., Willkie Farr & Gallagher LLP

Charles S. Kim, Esq., Cooley LLP

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

CORRESP
1
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CORRESP

 July 17, 2014

VIA EDGAR AND E-MAIL

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, DC 20549-7010

 Attn:

Lilyanna Peyser, Special Counsel

Liz Walsh, Staff Attorney

Ta Tanisha Meadows, Staff Accountant

Donna Di Silvio, Staff Accountant

Mara L. Ransom, Assistant Director

Re:

HealthEquity, Inc.

Registration Statement on Form S-1

File No. 333-196645

 Ladies and Gentlemen:

We are submitting this letter on behalf of HealthEquity, Inc. (the “Company”) in response to the letter, dated July 16,
2014, from the Staff (the “Staff”) of the U.S. Securities and Exchange Commission with respect to the Company’s Registration Statement on Form S-1, originally filed on June 10, 2014 (File No. 333-196645) (the
“Registration Statement”). We are also electronically transmitting for filing Amendment No. 2 to the Registration Statement (the “Amendment”).

We are sending a copy of this letter in the traditional non-EDGAR format, including a version of the Amendment that is marked to show changes
to the Registration Statement, as filed on July 16, 2014, and will forward a courtesy package of these documents to the Staff.

 The
numbering of the paragraphs below corresponds to the numbering of the comments in the letter. For the Staff’s convenience, we have incorporated your comments into this response letter in italics. Capitalized terms used in this letter but
otherwise not defined herein shall have the meanings ascribed to such terms in the Amendment.

 Prospectus Summary, page 1

Staff Comment #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 stock, and the corresponding percentage of the net proceeds of the offering, that management will
receive.

 Response: In response to the Staff’s comment, the Company has revised the disclosure
on page 11 of the Amendment to discuss (i) the number of options to be granted to management contingent and effective upon execution of the Underwriting Agreement, and (ii) the amount and percentage of the net proceeds of the offering that
management will receive in connection with (a) the $50,000,000 dividend and (b) the dividend payable of approximately $345,000 on the series D-3 redeemable convertible preferred stock.

The Company further advises the Staff that the $50,000,000 dividend will be payable on all shares of the Company’s common stock that are
outstanding immediately following the conversion of all shares of the Company’s outstanding convertible preferred stock and redeemable convertible preferred stock into common stock on the business day immediately prior to the closing date of
the offering. Accordingly, the Company has clarified the disclosure relating to the $50,000,000 dividend throughout the Amendment to indicate such dividend is payable on all shares of the Company’s common stock outstanding on the day
immediately prior to the closing date of the offering after giving effect to the conversion of all of the Company’s outstanding convertible preferred stock and redeemable convertible preferred stock into common stock.

Summary consolidated financial and other data, page 15

Staff Comment #2: Please refer to footnote (1). You disclose that the pro forma column assumes the declaration of 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 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.

 Response: In response to the Staff’s comment, the
Company has (i) revised the footnotes on page 16 of the Amendment to remove the payment reference from footnote (1), and (ii) added the payment reference to footnote (2). In addition, the Company has provided the corresponding revisions to
its capitalization disclosure on page 49 requested by the Staff.

 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

 Staff Comment #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.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 24 and 25 of the Amendment to
clarify the material risks to the Company’s business related to the Company’s BIN sponsor’s consent order with the FDIC.

 Use of
Proceeds, page 46

 - 2 -

 Staff Comment #4: You anticipate receiving between $90.3 million and $104.2
million in net proceeds from the sale of 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 corporate 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.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on
page 46 of the Amendment to explicitly state that the Company does not have a specific plan for the remaining portion of the net proceeds of the offering. In addition, the Company respectfully submits to the Staff that the first sentence of the
third paragraph on page 46 of the Amendment discusses the principal reasons for the offering in accordance with Item 504 of Regulation S-K.

Staff Comment #5: Please disclose the amount of estimated underwriting discounts and commissions and estimated offering
expenses payable by you.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on page 46
of the Amendment to disclose the amount of estimated underwriting discounts and commissions and estimated offering expenses payable by the Company.

Dividend policy, page 48

Staff Comment #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 outstanding 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 to 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.

 Response: The Company respectfully advises the Staff that, pursuant to the terms of the
Company’s various stock option plans, the board of directors of the Company (the “Board”) is required to make appropriate adjustments to outstanding stock options in the event of certain corporate transactions, including
(1) an extraordinary cash dividend, for purposes of the Company’s 2003 Stock Plan, 2003 Director Stock Plan, 2005 Stock Plan, 2006 Stock Plan and 2009 Stock Plan (collectively, the “Legacy Plans”); and (2) a large,
non-recurring cash dividend, for purposes of the Company’s 2014 Equity Incentive Plan (the “2014 Plan”). In furtherance of the Board’s obligation to make such adjustment, the Board considered the effect of the $50,000,000
special cash dividend to be paid on the Company’s common stock outstanding on the business day immediately prior to the closing date of the offering (after giving effect to the conversion of all of the Company’s outstanding convertible
preferred stock and redeemable convertible preferred stock into shares of common stock) and determined that the $50,000,000 special dividend will be (1) an extraordinary cash dividend for purposes of each of the Legacy

 - 3 -

Plans, and (2) a large, non-recurring cash dividend for purposes of the 2014 Plan. Accordingly, because the holders of unexercised stock options would not be receiving such special cash
dividend, the Board concluded that reducing the strike price of the outstanding stock options by $1.00 would constitute an appropriate adjustment to the outstanding stock options to address the impact of the special cash dividend on the stock
options, as required under each of the Legacy Plans’ and the 2014 Plan’s adjustment provisions.

 Staff Comment #7:
Please provide us the following information regarding 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.

•

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.

Response: The Company respectfully advises the Staff that it accounted for the modification of the awards in accordance
with ASC 718-20-35-6, which states that accounting for a modification in conjunction with an equity restructuring (defined as a nonreciprocal transaction between an entity and its shareholders that causes the per-share fair value of shares
underlying an option or similar award to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, non-recurring cash dividend) requires a comparison of (1) the fair value of the modified
award with (2) the fair value of the original award immediately before the modification. Given the existing mandatory adjustment provisions of the Company’s Legacy Plans and the 2014 Plan (as described above in the response to Comment
No. 6), the fair value before and after the modification of the stock options was materially consistent, providing for no incremental compensation. Due to the lack of incremental compensation, the Company did not deem additional disclosure
necessary in the financial statements.

 Consolidated balance sheets, page F-3

Staff Comment #8: Please include a footnote at the bottom of the balance 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.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page F-8 of the Amendment to further
explain the adjustments made to arrive at the pro forma balances. In addition, the Company respectfully submits to the Staff that a cross-reference to Note 1 of the Notes to Consolidated Financial Statements is included on the pro forma balance
sheet on page F-3.

 Staff Comment #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

 - 4 -

special dividend and modification to the stock options outstanding in a note to the financial statements.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page F-8 of the Amendment to 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.

The Company respectfully advises the Staff that, with respect to the Staff’s comment relating to addressing the Company’s
consideration of disclosing the board of directors’ declaration of the special dividend, the Company has revised Note 1 on page F-8 of the Amendment to disclose the board of directors’ declaration of the special dividend. In addition, with
respect to the Staff’s comment relating to addressing the modification of stock options outstanding in a note to the financial statements, the Company respectfully submits that it addresses this comment as part of its response to Comment #7
above.

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

Staff Comment #10: Please disclose the reason for your adjustment to reflect shares issued in the offering necessary to
replace dividends in excess of earnings and show us how you determined the number of shares.

 Response: The
Company respectfully acknowledges the Staff’s comment and has reviewed the applicable SEC Staff Accounting Bulletin guidance SAB Topic 1.B.3 which covers the Staff’s position with respect to dividends declared subsequent to the
balance sheet date. Per the Staff’s position, such dividends can either be given retroactive effect in the balance sheet with appropriate footnote disclosure, or reflected in a pro forma balance sheet. In addition, when the dividends are to be
paid from the proceeds of the offering, the Staff believes it is appropriate to include pro forma per share data (for the latest year and interim period only) giving effect to the number of shares whose proceeds were to be used to pay the dividend.
A similar presentation is appropriate when dividends exceed earnings in the current year, even though the stated use of proceeds is other than for the payment of dividends. In these situations, pro forma per share data should give effect to the
increase in the number of shares which, when multiplied by the offering price, would be sufficient to replace the capital in excess of earnings being withdrawn.

The Company determined the number of shares by taking the proposed dividend and accrued series D-3 dividend payable less current earnings to
determine the amount by which dividends exceeded current earnings ($47,627 for the three months ended April 30, 2014, in thousands), which was divided by the anticipated share price ($11.00) to arrive at the number of shares necessary to
replace dividends in excess of earnings (4,330 for the three months ended April 30, 2014, in thousands).

 - 5 -

 Please advise us if we can provide any further information or assistance to facilitate your
review. Please do not hesitate to contact me by telephone at (212) 728-8504 or by email at mhaddad@willkie.com, with any questions or comments regarding this correspondence.

Very truly yours,

/s/ Matthew J. Haddad

Matthew J. Haddad, Esq.

Willkie Farr & Gallagher LLP

cc:
Jon Kessler, President & CEO, HealthEquity, Inc.

 Darcy Mott, Chief Financial Officer,
HealthEquity, Inc.

 Gordon R. Caplan, Esq., Willkie Farr & Gallagher LLP

Jeffrey Hochman, Esq., Willkie Farr & Gallagher LLP

Charles S. Kim, Esq., Cooley LLP

 - 6 -

CORRESP
1
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Correspondence

 July 17, 2014

VIA EDGAR AND E-MAIL

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, DC 20549-7010

Attn:
Lilyanna Peyser, Special Counsel

 Liz Walsh, Staff Attorney

Ta Tanisha Meadows, Staff Accountant

Donna Di Silvio, Staff Accountant

Mara L. Ransom, Assistant Director

Re:
HealthEquity, Inc.

 Registration Statement on Form S-1

File No. 333-196645

 Ladies and
Gentlemen:

 We are submitting this letter on behalf of HealthEquity, Inc. (the “Company”) in response to the telephone
conversations of July 17, 2014 between Willkie Farr & Gallagher LLP, legal counsel to the Company, and members of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission with respect to the
Company’s Registration Statement on Form S-1, originally filed on June 10, 2014, as amended on July 16, 2014 and July17, 2014 (File No. 333-196645) (the “Registration Statement”).

For the Staff’s convenience, we have incorporated your comments provided orally into this response letter in italics. Capitalized terms
used in this letter but otherwise not defined herein shall have the meanings ascribed to such terms in the Registration Statement.

Staff Comment #1: With reference to Comment #7—Bullet (1), contained in the letter of the Staff to the Company dated
July 16, 2014, please provide the fair value of the options immediately before the modification and the fair value of the options immediately after the modification referenced in such comment.

Response: The Company respectfully advises the Staff that the Company applied the Black-Scholes option-pricing model to determine the
fair value of the Company’s outstanding stock options (1) immediately before the $1.00 reduction in the strike price of such outstanding options (the “Modification”) and (2) immediately after such Modification. The
Company’s outstanding stock options can be grouped into seven tranches based on the exercise price of the options as of the grant date. For each tranche, the fair value of the options following the Modification was less than the fair value
prior to the Modification. For six of the seven tranches, the reduction in the fair value of each option tranche following the

Modification was less than or equal to 0.30%. For the remaining tranche, the reduction in the fair value following the Modification was 0.8%, which is equivalent to a change of less than $9,000
in total.

 The following table summarizes the fair value of the Company’s outstanding stock options by tranche immediately before the
Modification and immediately after the Modification. All amounts are in thousands, except stock option strike price and percentage decrease in value.

 Stock Option Strike
Price Prior to
Modification
by
Tranche

Value Prior to
Modification

Value Subsequent
to Modification

Change in
Fair Value

Percentage
Decrease in
Value

$
1.10

$
24,153

$
24,100

$
(53
)

(0.2
)%

$
1.50

5,194

5,188

(6
)

(0.1
)%

$
1.80

1,526

1,523

(3
)

(0.2
)%

$
2.00

100.5

100.2

(0.3
)

(0.2
)%

$
2.25

22,364

22,307

(57
)

(0.3
)%

$
2.50

4,852

4,839

(13
)

(0.3
)%

$
4.50

1,116

1,107

(9
)

(0.8
)%

Totals

$
59,305.5

$
59,164.2

$
(141.3
)

(0.24
)%

 In addition, the Company respectfully advises the Staff that the weighted-average fair value of the
Company’s outstanding stock options (1) immediately before the Modification was $10.23 and (2) immediately after the modification was $10.21. The Modification resulted in a reduction of the weighted-average fair value of the
Company’s outstanding stock options by 0.24%, or approximately $141,000.

 Based upon the above-described decreases in the fair value
of the Company’s outstanding stock options for each tranche as a result of the Modification, the Company concluded that no incremental compensation to the holders of such options resulted from the Modification. Accordingly, because the Company
deemed there to be no material impact on the Company’s financial statements as a result of the Modification, the Company concluded that no further disclosure in its financial statements was warranted.

Staff Comment #2: We note that the legal opinion filed as Exhibit 5.1 to the Registration Statement contains the
qualification that “when the Registration Statement has become effective under the Act” in respect of the due authorization of the shares to be issued and sold in the offering. Please tell us why this qualification is required.
Alternatively, please file a revised legality opinion that omits this qualification prior to any request to declare the Registration Statement effective.

 - 2 -

 Response: In response to the Staff’s comment, the Company will file a revised
legality opinion that omits the qualification highlighted by the Staff prior to any request to declare the Registration Statement effective.

Staff Comment #3: We note the revised disclosure on page 11 of the Registration Statement in response to Comment #1(ii)
contained in the letter of the Staff to the Company dated July 16, 2014. Please disclose in your final prospectus the amount and percentage of the net proceeds of the offering that Berkley Capital Investors, L.P. will receive in connection with
the dividends payable out of proceeds from the offering.

 Response: In response to the Staff’s comment, the Company will
include in its final prospectus revised disclosure to disclose the amount and percentage of the net proceeds of the offering that Berkley Capital Investors, L.P. will receive in connection with the dividends payable out of proceeds from the
offering.

 Please advise us if we can provide any further information or assistance to facilitate your review. Please do not
hesitate to contact me by telephone at (212) 728-8504 or by email at mhaddad@willkie.com, with any questions or comments regarding this correspondence.

Very truly yours,

/s/ Matthew J. Haddad

Matthew J. Haddad, Esq.

Willkie Farr & Gallagher LLP

cc:
Jon Kessler, President & CEO, HealthEquity, Inc.

 Darcy Mott, Chief Financial Officer,
HealthEquity, Inc.

 Gordon R. Caplan, Esq., Willkie Farr & Gallagher LLP

Jeffrey Hochman, Esq., Willkie Farr & Gallagher LLP

Charles S. Kim, Esq., Cooley LLP

 - 3 -

CORRESP
1
filename1.htm

CORRESP

 July 9, 2014

VIA EDGAR AND E-MAIL

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, DC 20549-7010

 Attn:

Lilyanna Peyser, Special Counsel

Liz Walsh, Staff Attorney

Ta Tanisha Meadows, Staff Accountant

Donna Di Silvio, Staff Accountant

Mara L. Ransom, Assistant Director

Re:

HealthEquity, Inc.

Registration Statement on Form S-1

File No. 333-196645

 Ladies and Gentlemen:

We are submitting this letter on behalf of HealthEquity, Inc. (the “Company”) in response to Comment #42 contained in the
letter, dated May 1, 2014, from the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form S-1 (File
No. 333-196645) (the “Registration Statement”).

 Capitalized terms used herein without definition have the meanings
ascribed to them in the Registration Statement.

 Staff Comment #42: To the extent there are significant grants and
changes in fair value occurring after the most recent interim period and prior to the initial public offering or the estimated IPO price differs significantly from the most recent fair value determined, please explain the factors contributing to
significant changes in the fair values of the underlying stock during this period. Please also relate these factors to changes in assumptions used to determine fair value.

Response: The Company advises the Staff that on July 7, 2014, representatives of the lead underwriters for the Company’s
initial public offering have advised the Company that, based on then-current market conditions, they expect to recommend a price range between $10.00 and $12.00 per share (the “Preliminary IPO Price Range”), assuming a $50,000,000
special dividend in the aggregate payable on shares of the Company’s capital stock outstanding as of the close of business on the day immediately preceding the closing date of the offering. The Company expects to include the actual price range
in an amendment to the Registration Statement that would shortly precede the commencement of the Company’s roadshow process.

 The Company respectfully advises the Staff that the factors considered in estimating the fair
value of the Company’s common stock since February 1, 2012 are set forth on pages 81 to 84 of the Registration Statement. The Registration Statement includes a detailed explanation of the Company’s approach to accounting for
stock-based compensation and the methodology used by the Company’s board of directors to determine the fair value of its common stock.

The Company respectfully advises the Staff that it has not granted options exercisable for shares of common stock since January 30, 2014.
On January 30, 2014 (the most recent date on which the Company has granted such options), the Company granted options exercisable for an aggregate of 146,500 shares of common stock at an exercise price per share of $4.50. The Company obtained
an independent third-party valuation report as of March 31, 2014 that valued the Company’s common stock at $4.23 per share. This valuation reflected the illiquidity of the Company’s common stock on that date and the uncertainty of the
Company’s public offering, while the Preliminary IPO Price Range assumes a successful offering and represents an estimate of the fair value of the unrestricted, freely tradable stock that would be sold in the public offering market without
liquidity and marketability discounts.

 The Company believes that any increase in the fair value of its common stock from the
March 31, 2014 valuation to the midpoint of the Preliminary IPO Price Range, if obtained, would be due to the absence of these liquidity and marketability discounts as well as a higher probability of achieving a successful initial public
offering as a result of improved market conditions and growth of the Company’s business.

 In addition to the matters discussed above,
pursuant to our telephone conversation on June 23, 2014 with the Staff, the Company understands that the Staff has withdrawn Comment 1 contained in the letter, dated June 17, 2014, from the Staff to the Company.

Please do not hesitate to contact me by telephone at (212) 728-8504 or by email at mhaddad@willkie.com, with any questions or comments
regarding this correspondence.

Very truly yours,

/s/ Matthew J. Haddad

Matthew J. Haddad, Esq.

Willkie Farr & Gallagher LLP

cc:
Jon Kessler, President & CEO, HealthEquity, Inc.

 Darcy Mott, Chief Financial Officer,
HealthEquity, Inc.

 Gordon R. Caplan, Esq., Willkie Farr & Gallagher LLP

Jeffrey Hochman, Esq., Willkie Farr & Gallagher LLP

Charles S. Kim, Esq., Cooley LLP

 - 2 -

CORRESP
1
filename1.htm

Correspondence

 CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[****].”

June 26, 2014

 VIA EDGAR AND OVERNIGHT DELIVERY

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549-7010

Attn:
Lilyanna Peyser, Special Counsel

Liz Walsh, Staff Attorney

Ta Tanisha Meadows, Staff Accountant

Donna Di Silvio, Staff Accountant

Mara L. Ransom, Assistant Director

Re:
HealthEquity, Inc.

 Registration Statement on Form S-1

File No. 333-196645

 Ladies and
Gentlemen:

 We are submitting this letter on behalf of HealthEquity, Inc. (the “Company”) in connection with the review
by the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) of the Company’s Registration Statement on Form S-1 (File No. 333-196645) (the “Registration
Statement”). Because of the commercially sensitive nature of the information contained herein, this submission is accompanied by the Company’s request for confidential treatment of selected portions of this letter pursuant to Rule 83
of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83 and the Freedom of Information Act.

 The purpose of
this letter is to notify the Staff that on June 25, 2014 representatives of the lead underwriters for the Company’s initial public offering have advised the Company that they expect to recommend a price range between $[****] and $[****]
per share (the “Preliminary

 CONFIDENTIAL
TREATMENT REQUESTED BY HEALTHEQUITY, INC.

 HEALTHEQUITY, INC.-1

IPO Price Range”), after reflecting a 1-for-[****] reverse stock split which is not yet reflected in the Registration Statement and assuming a $[****] extraordinary dividend payable
on shares of the Company’s capital stock outstanding as of the close of business on the business day immediately preceding the closing date of the offering. The Company expects to include the actual price range in an amendment to the
Registration Statement that would shortly precede the commencement of the Company’s roadshow process.

 On March 31, 2014, the
Company obtained an independent third-party valuation report that valued the Company’s common stock at $[****] per share ($[****] on a post-split basis). This valuation reflected the illiquidity of the Company’s common stock on that date
and the uncertainty of the Company’s public offering, while the Preliminary IPO Price Range assumes a successful offering and represents an estimate of the fair value of the unrestricted, freely tradable stock that would be sold in the public
offering market without liquidity and marketability discounts. The Company believes that any increase in the fair value of its common stock from the March 31, 2014 valuation to the midpoint of the Preliminary IPO Price Range, if obtained, would
be due to the absence of these liquidity and marketability discounts as well as a higher probability of achieving a successful initial public offering as a result of improved market conditions and growth of the Company’s business.

Please do not hesitate to contact me by telephone at (212) 728-8504 or by email at mhaddad@willkie.com, with any questions or comments
regarding this correspondence.

 Very truly yours,

/s/ Matthew J. Haddad

Matthew J. Haddad, Esq.

Willkie Farr & Gallagher LLP

cc:
Jon Kessler, President & CEO, HealthEquity, Inc.

 Darcy Mott, Chief Financial Officer,
HealthEquity, Inc.

 Gordon R. Caplan, Esq., Willkie Farr & Gallagher LLP

Jeffrey Hochman, Esq., Willkie Farr & Gallagher LLP

Charles S. Kim, Esq., Cooley LLP

 CONFIDENTIAL
TREATMENT REQUESTED BY HEALTHEQUITY, INC.

 HEALTHEQUITY, INC.-2

June 17, 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.
  Registration Statement on Form S -1
  Filed June 10, 2014
  File No. 333 -196645

Dear Mr. Kessler :

We have reviewed your registration statement  and have the following comment .  In our
comment , 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 comment  applies to your facts and
circumstances or do not believe 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.

Business, page 87

Company Overview, page 87

1. We note your response to comment 7 in our letter dated May 22, 2014.  Please provide
the requested clarification regarding the metric(s) used to measure your status as “a
leader and an innovator” where you state that you are “a leader and an innov ator.”

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 Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the comp any 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.

Jon Kessler
HealthEquity, Inc.
June 17, 2014
Page 2

 Notwithstanding our comments, in the event you request acceleration of the ef fective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy  and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are awa re of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

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 quest ions.

Sincerely,

 /s/ Lilyanna L. Peyser for

 Mara L. Ransom
Assistant Director

cc: Gordon Caplan

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

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