SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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

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1. Name and Address of Reporting Person^*

JORDAN JEFFREY D

(Last)

(First)

(Middle)

C/O ACCOLADE, INC.

1201 THIRD AVENUE, SUITE 1700

(Street)

SEATTLE

98101

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2020

3. Issuer Name and Ticker or Trading Symbol
Accolade, Inc. [ ACCD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	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	35,000	I	By AH Parallel Fund IV, L.P.⁽¹⁾⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series E Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	⁽³⁾	⁽³⁾	I	By AH Parallel Fund IV, L.P.⁽¹⁾⁽²⁾
Series E Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	⁽⁴⁾	⁽⁴⁾	I	By Andreessen Horowitz Fund IV, L.P.⁽²⁾⁽⁵⁾
Warrant (Right to Buy)	⁽⁶⁾	07/26/2026⁽⁷⁾	Common Stock	354,658	$0.0005	I	By AH Parallel Fund IV, L.P.⁽¹⁾⁽²⁾
Warrant (Right to Buy)	⁽⁶⁾	03/16/2028⁽⁷⁾	Common Stock	35,465	$0.0005	I	By AH Parallel Fund IV, L.P.⁽¹⁾⁽²⁾
Warrant (Right to Buy)	⁽⁶⁾	07/26/2026⁽⁷⁾	Common Stock	153,346	$0.0005	I	By Andreessen Horowitz Fund IV, L.P.⁽²⁾⁽⁵⁾
Warrant (Right to Buy)	⁽⁶⁾	03/16/2028⁽⁷⁾	Common Stock	15,334	$0.0005	I	By Andreessen Horowitz Fund IV, L.P.⁽²⁾⁽⁵⁾

Explanation of Responses:

1. These shares are held of record by AH Parallel Fund IV, L.P., for itself and as nominee for AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B, L.P. and AH Parallel Fund IV-Q, L.P. (the "AH Parallel Fund IV Entities"). AH Equity Partners IV (Parallel), L.L.C. ("AH EP IV Parallel") is the general partner of the AH Parallel Fund IV Entities and has sole voting and dispositive power with regard to the shares held by the AH Parallel Fund IV Entities. The managing members of AH EP IV Parallel are Marc Andreessen and Benjamin Horowitz. Marc Andreessen and Benjamin Horowitz share voting and dispositive power with respect to the shares held by the AH Parallel Fund IV Entities.

2. Mr. Jordan is a member of the general partners of the Andreessen Horowitz Entities (as defined herein), but he disclaims the existence of a "group" and disclaims beneficial ownership of the shares held by the Andreessen Horowitz Entities and this report shall not be deemed an admission that he is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in such shares by virtue of his interest in the Andreessen Horowitz Entities, and/or the general partner entities thereof, as applicable.

3. AH Parallel Fund IV, L.P. currently holds 1,609,159 shares of the Issuer's Series E Preferred Stock. Each share of the Issuer's Series E Preferred Stock has no expiration date and will automatically convert, on a certificate by certificate basis, upon the closing of the Issuer's initial public offering (the "IPO") into the number shares of the Issuer's Common Stock equal to (i) 1,609,159 plus (ii) a number equal to 1,609,159 multiplied by a fraction of $23.86195 divided by the Issuer's initial public offering price per share of the Issuer's Common Stock offered to the public in the IPO. No fractional shares shall be issued as a result of this conversion.

4. Andreessen Horowitz Fund IV, L.P. currently holds 695,764 shares of the Issuer's Series E Preferred Stock. Each share of the Issuer's Series E Preferred Stock has no expiration date and will automatically convert, on a certificate by certificate basis, upon the closing of the IPO into the number shares of the Issuer's Common Stock equal to (i) 695,764 plus (ii) a number equal to 695,764 multiplied by a fraction of $23.86195 divided by the Issuer's initial public offering price per share of the Issuer's Common Stock offered to the public in the IPO. No fractional shares shall be issued as a result of this conversion.

5. These shares are held of record by Andreessen Horowitz Fund IV, L.P., for itself and as nominee for Andreessen Horowitz Fund IV-A, L.P., Andreessen Horowitz Fund IV-B, L.P. and Andreessen Horowitz Fund IV-Q, L.P. (the "AH Fund IV Entities" and together with the AH IV Parallel Entities, the "Andreessen Horowitz Entities"). AH Equity Partners IV, L.L.C. ("AH EP IV") is the general partner of the AH Fund IV Entities and has sole voting and dispositive power with regard to the shares held by the AH Fund IV Entities. The managing members of AH EP IV are Marc Andreessen and Benjamin Horowitz. Marc Andreessen and Benjamin Horowitz share voting and dispositive power with respect to the shares held by the AH Fund IV Entities.

6. The shares subject to this warrant are fully vested.

7. This warrant will automatically be net exercised upon closing of the IPO if it is not exercised on or before such date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Alan Hambelton, Attorney-in-Fact	07/01/2020
	** 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).
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