Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Murdock Tyson D.

(Last) (First) (Middle)


(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
3. Issuer Name and Ticker or Trading Symbol
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 31,683(1)(2) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Includes 24,504 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. The restricted stock units vest as to 2,025 shares on March 27, 2022; as to 1,698 shares on March 26, 2022 and 2023; as to 3,459 shares on March 31, 2022, 2023 and 2024; as to 2,177 shares on March 30, 2022 and 2023, and as to 2,176 shares on March 30, 2024 and 2025.
2. This amendment is being filed to correct an error in the number of shares of Common Stock reported as beneficially owned in the original Form 3.
Exhibit List: Exhibit 24 - Power of Attorney.
/s/ Tyson Murdock 06/04/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

      Know  all  by  these  present  that the undersigned hereby constitutes and
appoints  each of Delano W. Ladd, Tyson D. Murdock, and Willkie Farr & Gallagher
LLP,  or  any  of  them  acting  singly and with full power of substitution, the
undersigned's true and lawful attorney-in-fact to:

   1. execute  for  and  on  behalf  of  the  undersigned,  in the undersigned's
      capacity  as  an  officer  or  director or both of HealthEquity, Inc. (the
      "COMPANY"),  Forms  3,  4 and 5 (and any amendments thereto) in accordance
      with Section 16(a) of the Securities Exchange Act of 1934, as amended (the
      "EXCHANGE ACT"), and the rules thereunder;

   2. do and perform any and all acts for and on behalf of the undersigned which
      may  be  necessary or desirable to complete and execute any such Form 3, 4
      or  5,  complete  and execute any amendments thereto, and timely file such
      form  with the U.S. Securities and Exchange Commission (the "SEC") and any
      securities exchange or similar authority, including without limitation the
      filing  of  a  Form  ID or any other documents necessary or appropriate to
      enable  the  undersigned  to file the Forms 3, 4 and 5 electronically with
      the SEC;

   3. seek   or   obtain,   as  the  undersigned's  representative  and  on  the
      undersigned's   behalf,  information  on  transactions  in  the  Company's
      securities  from any third party, including brokers, employee benefit plan
      administrators  and  trustees,  and  the undersigned hereby authorizes any
      such  person  to release any such information to each of the undersigned's
      attorneys-in-fact appointed by this Limited Power of Attorney and approves
      and ratifies any such release of information; and

   4. take  any  other  action  in  connection  with the foregoing which, in the
      opinion  of  such  attorney-in-fact,  may  be  of  benefit to, in the best
      interest  of,  or  legally  required  by or for, the undersigned, it being
      understood  that the documents executed by such attorney-in-fact on behalf
      of  the undersigned pursuant to this Limited Power of Attorney shall be in
      such  form  and  shall  contain  such  information  and disclosure as such
      attorney-in-fact may approve in such attorney-in-fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority  to  do  and  perform any and every act and thing whatsoever required,
necessary  or  proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could  do  if personally present, with full power of substitution or revocation,
hereby  ratifying  and  confirming  all  that  such  attorney-in-fact,  or  such
attorney-in-fact's  substitute  or substitutes, shall lawfully do or cause to be
done  by  virtue  of  this  Limited  Power of Attorney and the rights and powers
herein granted.

      The  undersigned  acknowledges  that  the  foregoing attorneys-in-fact, in
serving  in  such  capacity at the request and on the behalf of the undersigned,
are  not  assuming,  nor  is  the  Company  assuming,  any  of the undersigned's
responsibilities  to  comply  with,  or  any liability for the failure to comply
with, any provision of Section 16 of the Exchange Act.

      This  Limited  Power  of  Attorney  revokes  any  earlier Limited Power of
Attorney  delivered  to  the  Company by the undersigned relating to the matters
contemplated  herein  and  shall  remain  in  full  force  and  effect until the
undersigned  is  no  longer required to file Forms 3, 4 or 5 with respect to the
undersigned's  holdings of and transactions in securities issued by the Company,
unless  earlier revoked by the undersigned in a signed writing delivered to each
of the foregoing attorneys-in-fact.

IN  WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney
as of this 22nd day of March 2021.

                                                   Signed and acknowledged:

                                                   /s/ Tyson D. Murdock
                                                   Tyson D. Murdock