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]
