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Bronfman Edgar Jr. – ‘4’ for 7/7/20 re: Accolade, Inc.

On:  Friday, 7/10/20, at 6:43am ET   ·   As of:  7/8/20   ·   For:  7/7/20   ·   Accession #:  899243-20-18778   ·   File #:  1-39348

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/08/20  Bronfman Edgar Jr.                4                      1:67K  Accolade, Inc.                    Donnelley Fin’l S… 06/FA

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Form 4 Submission -- doc4.xml/3.6                   HTML      3K


        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
EDGAR System rendering:  Form 4 Submission
 
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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 APPROVAL
OMB Number:3235-0287
Estimated average burden hours per response...0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
BRONFMAN EDGAR JR
  2. Issuer Name and Ticker or Trading Symbol
Accolade, Inc. [ACCD] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O ACCRETIVE, LLC, 660 MADISON, AVENUE, 12TH FLOOR, SUITE 1215		 3. Date of Earliest Transaction (Month/Day/Year)
07/07/2020
(Street)

NEW YORK, NY 10065		 4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock07/07/2020   C   51,420A (1)51,420IBy Accretive Care Holding Partnership (2)
Common Stock07/07/2020   C   38,314A (3)89,734IBy Accretive Care Holding Partnership (2)
Common Stock07/07/2020   C   31,357A (4)121,091IBy Accretive Care Holding Partnership (2)
Common Stock07/07/2020   C   7,869A (5)128,960IBy Accretive Care Holding Partnership (2)
Common Stock07/07/2020   C   1A (6)128,961IBy Accretive Care Holding Partnership (2)
Common Stock07/07/2020   C   426,473A (1)426,473IBy Accretive Coinvestment Partners, LLC (7)
Common Stock07/07/2020   C   360,936A (3)787,409IBy Accretive Coinvestment Partners, LLC (7)
Common Stock07/07/2020   C   273,901A (4)1,061,310IBy Accretive Coinvestment Partners, LLC (7)
Common Stock07/07/2020   C   68,910A (5)1,130,220IBy Accretive Coinvestment Partners, LLC (7)
Common Stock07/07/2020   C   1A (8)1,130,221IBy Accretive Coinvestment Partners, LLC (7)
Common Stock07/07/2020   C   429,344A (1)429,344IBy Accretive II Coinvestment, L.P. (9)
Common Stock07/07/2020   C   319,920A (3)749,264IBy Accretive II Coinvestment, L.P. (9)
Common Stock07/07/2020   C   261,818A (4)1,011,082IBy Accretive II Coinvestment, L.P. (9)
Common Stock07/07/2020   C   65,713A (5)1,076,795IBy Accretive II Coinvestment, L.P. (9)
Common Stock07/07/2020   C   1A (10)1,076,796IBy Accretive II Coinvestment, L.P. (9)
Common Stock07/07/2020   C   1,313,268A (1)1,313,268IBy Accretive II, L.P. (11)
Common Stock07/07/2020   C   978,566A (3)2,291,834IBy Accretive II, L.P. (11)
Common Stock07/07/2020   C   800,845A (4)3,092,679IBy Accretive II, L.P. (11)
Common Stock07/07/2020   C   201,002A (5)3,293,681IBy Accretive II, L.P. (11)
Common Stock07/07/2020   C   2A (12)3,293,683IBy Accretive II, L.P. (11)
Common Stock07/07/2020   C   1,794,034A (1)1,794,034IBy Accretive Investors SBIC, LP (13)
Common Stock07/07/2020   C   1,336,804A (3)3,130,838IBy Accretive Investors SBIC, LP (13)
Common Stock07/07/2020   C   1,094,020A (4)4,224,858IBy Accretive Investors SBIC, LP (13)
Common Stock07/07/2020   C   274,586A (5)4,499,444IBy Accretive Investors SBIC, LP (13)
Common Stock07/07/2020   C   3A (14)4,499,447IBy Accretive Investors SBIC, LP (13)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number.SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-1 Preferred Stock (1)07/07/2020   C   45,598     (1)   (1)Common Stock51,420 $ 0 0 IBy Accretive Care Holding Partnership (2)
Series A-2 Preferred Stock (3)07/07/2020   C   32,575     (3)   (3)Common Stock38,314 $ 0 0 IBy Accretive Care Holding Partnership (2)
Series B Preferred Stock (4)07/07/2020   C   26,356     (4)   (4)Common Stock31,357 $ 0 0 IBy Accretive Care Holding Partnership (2)
Series C Preferred Stock (5)07/07/2020   C   5,146     (5)   (5)Common Stock7,869 $ 0 0 IBy Accretive Care Holding Partnership (2)
Series A-1 Preferred Stock (1)07/07/2020   C   378,186     (1)   (1)Common Stock426,473 $ 0 0 IBy Accretive Coinvestment Partners, LLC (7)
Series A-2 Preferred Stock (3)07/07/2020   C   306,871     (3)   (3)Common Stock360,936 $ 0 0 IBy Accretive Coinvestment Partners, LLC (7)
Series B Preferred Stock (4)07/07/2020   C   230,215     (4)   (4)Common Stock273,901 $ 0 0 IBy Accretive Coinvestment Partners, LLC (7)
Series C Preferred Stock (5)07/07/2020   C   45,061     (5)   (5)Common Stock68,910 $ 0 0 IBy Accretive Coinvestment Partners, LLC (7)
Series A-1 Preferred Stock (1)07/07/2020   C   380,732     (1)   (1)Common Stock429,344 $ 0 0 IBy Accretive II Coinvestment, L.P. (9)
Series A-2 Preferred Stock (3)07/07/2020   C   271,999     (3)   (3)Common Stock319,920 $ 0 0 IBy Accretive II Coinvestment, L.P. (9)
Series B Preferred Stock (4)07/07/2020   C   220,059     (4)   (4)Common Stock261,818 $ 0 0 IBy Accretive II Coinvestment, L.P. (9)
Series C Preferred Stock (5)07/07/2020   C   42,970     (5)   (5)Common Stock65,713 $ 0 0 IBy Accretive II Coinvestment, L.P. (9)
Series A-1 Preferred Stock (1)07/07/2020   C   1,164,574     (1)   (1)Common Stock1,313,268 $ 0 0 IBy Accretive II, L.P. (11)
Series A-2 Preferred Stock (3)07/07/2020   C   831,986     (3)   (3)Common Stock978,566 $ 0 0 IBy Accretive II, L.P. (11)
Series B Preferred Stock (4)07/07/2020   C   673,113     (4)   (4)Common Stock800,845 $ 0 0 IBy Accretive II, L.P. (11)
Series C Preferred Stock (5)07/07/2020   C   131,436     (5)   (5)Common Stock201,002 $ 0 0 IBy Accretive II, L.P. (11)
Series A-1 Preferred Stock (1)07/07/2020   C   1,590,905     (1)   (1)Common Stock1,794,034 $ 0 0 IBy Accretive Investors SBIC, LP (13)
Series A-2 Preferred Stock (3)07/07/2020   C   1,136,563     (3)   (3)Common Stock1,336,804 $ 0 0 IBy Accretive Investors SBIC, LP (13)
Series B Preferred Stock (4)07/07/2020   C   919,528     (4)   (4)Common Stock1,094,020 $ 0 0 IBy Accretive Investors SBIC, LP (13)
Series C Preferred Stock (5)07/07/2020   C   179,553     (5)   (5)Common Stock274,586 $ 0 0 IBy Accretive Investors SBIC, LP (13)

Reporting Owners

Reporting Owner Name / AddressRelationships
 Director 10% Owner Officer Other
BRONFMAN EDGAR JR
C/O ACCRETIVE, LLC, 660 MADISON
AVENUE, 12TH FLOOR, SUITE 1215
NEW YORK, NY 10065		    X    

Signatures

 /s/ Edgar Bronfman, Jr.  07/08/2020
**Signature of Reporting PersonDate

Explanation of Responses:

*If the form is filed by more than one reporting person, see Instruction 4(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).
(1)The Series A-1 Preferred Stock automatically converted into shares of Common Stock of the Issuer on a 1:1.127681818 basis immediately upon closing of the Issuer's initial public offering and had no expiration date.
(2)The shares reported herein are held of record by Accretive Care Holding Partnership. Accretive II GP, LLC is the general partner of Accretive Care Holding Partnership. The Reporting Person and J. Michael Cline are the managing members of Accretive II GP, LLC, and may be deemed to have shared voting and dispositive power with respect to the shares held by Accretive Care Holding Partnership. The Reporting Person disclaims beneficial ownership of such securities.
(3)The Series A-2 Preferred Stock automatically converted into shares of Common Stock of the Issuer on a 1:1.176181818 basis immediately upon closing of the Issuer's initial public offering and had no expiration date.
(4)The Series B Preferred Stock automatically converted into shares of Common Stock of the Issuer on a 1:1.18976363636364 basis immediately upon closing of the Issuer's initial public offering and had no expiration date.
(5)The Series C Preferred Stock automatically converted into shares of Common Stock of the Issuer on a 1:1.52927954545455 basis immediately upon closing of the Issuer's initial public offering and had no expiration date.
(6)Under the terms of the Issuer's Seventh Amended and Restated Certificate of Incorporation, no fractional shares were issued upon the conversion of any share or shares of its Preferred Stock after aggregating all shares owned thereof. This 1 share represents the aggregate total of all fractional shares that Accretive Care Holding Partnership was entitled to receive following the conversion of the Preferred Stock that it held.
(7)The shares reported herein are held of record by Accretive Coinvestment Partners, LLC. Accretive Associates I, LLC is the managing member of Accretive Coinvestment Partners, LLC. The Reporting Person and J. Michael Cline are the managing members of Accretive Associates I, LLC, and may be deemed to have shared voting and dispositive power with respect to the shares held by Accretive Coinvestment Partners, LLC. The Reporting Person disclaims beneficial ownership of such securities.
(8)Under the terms of the Issuer's Seventh Amended and Restated Certificate of Incorporation, no fractional shares were to be issued upon the conversion of any share or shares of its Preferred Stock after aggregating all shares owned thereof. This 1 share represents that aggregate total of all fractional shares that Accretive Coinvestment Partners, LLC was entitled to receive following the conversion of the Preferred Stock that it held.
(9)The shares reported herein are held of record by Accretive II Coinvestment, L.P. Accretive II GP, LLC is the general partner of Accretive II Coinvestment, L.P. The Reporting Person and J. Michael Cline are the managing members of Accretive II GP, LLC, and may be deemed to have shared voting and dispositive power with respect to the shares held by Accretive II Coinvestment, L.P. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(10)Under the terms of the Issuer's Seventh Amended and Restated Certificate of Incorporation, no fractional shares were issued upon the conversion of any share or shares of its Preferred Stock after aggregating all shares owned thereof. This 1 share represents the aggregate total of all fractional shares that Accretive II Coinvestment, L.P. was entitled to receive following the conversion of the Preferred Stock that it held.
(11)The shares reported herein are held of record by Accretive II, L.P. Accretive II GP, LLC is the general partner of Accretive II, L.P. The Reporting Person and J. Michael Cline are the managing members of Accretive II GP, LLC, and may be deemed to have shared voting and dispositive power with respect to the shares held by Accretive II, L.P. The Reporting Person disclaims beneficial ownership of such securities.
(12)Under the terms of the Issuer's Seventh Amended and Restated Certificate of Incorporation, no fractional shares were issued upon the conversion of any share or shares of its Preferred Stock after aggregating all shares owned thereof. These 2 shares represent the aggregate total of all fractional shares that Accretive II, L.P. was entitled to receive following the conversion of the Preferred Stock that it held.
(13)The shares reported herein are held of record by Accretive Investors SBIC, L.P. Accretive Associates SBIC, LLC is the general partner of Accretive Investors SBIC, L.P. The Reporting Person and J. Michael Cline are the managing members of Accretive Associates SBIC, LLC, and may be deemed to have shared voting and dispositive power with respect to the shares held by Accretive Investors SBIC, L.P. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(14)Under the terms of the Issuer's Seventh Amended and Restated Certificate of Incorporation, no fractional shares were issued upon the conversion of any share or shares of its Preferred Stock after aggregating all shares owned thereof. These 3 shares represent the aggregate total of all fractional shares that Accretive Investors SBIC, LP was entitled to receive following the conversion of the Preferred Stock that it held.
 
Remarks:
Additional reporting persons are: Accretive II, L.P., Accretive II Coinvestment, L.P., Accretive Care Holding Partnership, Accretive II GP, LLC, Accretive Investors SBIC, L.P., Accretive Associates SBIC, LLC, Accretive Coinvestment Partners, LLC and Accretive Associates I, LLC.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

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