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]

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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]