0000898432-20-000623.txt : 20200701 0000898432-20-000623.hdr.sgml : 20200701 20200701202825 ACCESSION NUMBER: 0000898432-20-000623 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200701 FILED AS OF DATE: 20200701 DATE AS OF CHANGE: 20200701 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Carrick Capital Partners II Co-Investment Fund II, L.P. CENTRAL INDEX KEY: 0001684664 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39348 FILM NUMBER: 201006765 BUSINESS ADDRESS: STREET 1: ONE CALIFORNIA STREET, SUITE 1900 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-432-4100 MAIL ADDRESS: STREET 1: ONE CALIFORNIA STREET, SUITE 1900 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCMORRIS MARC F CENTRAL INDEX KEY: 0001274127 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39348 FILM NUMBER: 201006766 MAIL ADDRESS: STREET 1: 181 METRO DRIVE CITY: SAN JOSE STATE: CA ZIP: 95110 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Accolade, Inc. CENTRAL INDEX KEY: 0001481646 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 432117836 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 BUSINESS ADDRESS: STREET 1: 660 W. GERMANTOWN PIKE SUITE 500 CITY: PLYMOUTH MEETING STATE: PA ZIP: 19462 BUSINESS PHONE: 347-574-3820 MAIL ADDRESS: STREET 1: 660 W. GERMANTOWN PIKE SUITE 500 CITY: PLYMOUTH MEETING STATE: PA ZIP: 19462 FORMER COMPANY: FORMER CONFORMED NAME: Accolade LLC DATE OF NAME CHANGE: 20100121 3 1 form3.xml X0206 3 2020-07-01 0 0001481646 Accolade, Inc. ACCD 0001684664 Carrick Capital Partners II Co-Investment Fund II, L.P. ONE CALIFORNIA STREET SUITE 1900 SAN FRANCISCO CA 94111 true 0001274127 MCMORRIS MARC F ONE CALIFORNIA STREET SUITE 1900 SAN FRANCISCO CA 94111 true Series D Preferred Stock Common Stock I See Footnote Series E Preferred Stock Common Stock I See Footnote Warrants Common Stock I See Footnote The Issuer's Series D Preferred Stock (the "Series D Preferred") is convertible at any time into shares of the Issuer's Common Stock ("Common Stock") at the then-effective conversion rate for no additional consideration in accordance with the Issuer's Seventh Amended and Restated Certificate of Incorporation, as amended to date (the "Charter") and has no expiration date. Each share of Series D Preferred held by the Carrick Series D Group (as defined below) will automatically convert, on a certificate by certificate basis, upon the closing of the Issuer's initial public offering (the "IPO") into the number of shares of the Common Stock equal to (i) 1,424,360 plus (ii) 1,424,360 multiplied by a fraction of $17.1245 divided by the Issuer's initial public offering price per share of the Common Stock offered to the public in the IPO (the "IPO Price"). No fractional shares shall be issued as a result of this conversion. Certain shares of the Series D Preferred Stock are held of record as follows: (i) 191,833 shares held of record by Carrick Capital Associates Fund, L.P. ("CCAF"), (ii) 65,543 shares held of record by Carrick Capital Founders Fund, L.P. ("CCFF") and (iii) 1,166,984 shares held of record by Carrick Capital Partners, L.P ("CCP"). Carrick Management Partners, LLC ("CMP" and, together with CCAF, CCFF and CCP, the "Carrick Series D Group") is the general partner of each of CCAF, CCFF and CCP. Each of James C. Madden, V ("Madden") and Marc F. McMorris ("McMorris") is a managing member of CMP and each of Madden, McMorris and CMP may be deemed to share voting, investment and dispositive power with respect to the shares of Series D Preferred held by the Carrick Series D Group. Madden, McMorris and CMP disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. The Issuer's Series E Preferred Stock (the "Series E Preferred") is convertible at any time into shares of Common Stock at the then-effective conversion rate for no additional consideration in accordance with the Charter and has no expiration date. Each share of Series E Preferred held by the Carrick Series E Group (as defined below) will automatically convert, on a certificate by certificate basis, upon the closing of the IPO into the number of shares of the Common Stock equal to (i) 419,076 plus (ii) 419,076 multiplied by a fraction of $23.8619 divided by the IPO Price. No fractional shares shall be issued as a result of this conversion. Certain shares of the Series E Preferred are held of record as follows: (i) 209,538 shares held of record by Carrick Capital Partners II Co-Investment Fund, L.P. ("CIF") and (ii) 209,538 shares held of record by Carrick Capital Partners II Co-Investment Fund II, L.P. ("CIFII"). Carrick Management Partners II, LLC ("CMPII" and, together with CIF and CIFII, the "Carrick Series E Group") is the general partner of each of CIF and CIFII. Each of Madden and McMorris is a managing member of CMPII and each of Madden, McMorris and CMPII may be deemed to share voting, investment and dispositive power with respect to the shares of Series E Preferred held by the Carrick Series E Group. Madden, McMorris and CMPII disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. CIF and CIFII each hold fully-vested warrants, which expire on March 16, 2028, for the purchase of up to 50,800 shares of Common Stock and, upon the closing of the IPO, will be automatically net exercised and surrendered such that the holders of the warrants will receive the number of shares of Common Stock based on the IPO Price after deduction of the exercise price, which is $0.0005 per share. No fractional shares shall be issued as a result of this warrant exercise. Madden, McMorris and CMPII may be deemed to share voting, investment and dispositive power with respect to these securities. Madden, McMorris and CMPII disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Additional reporting persons are: Carrick Management Partners, LLC; Carrick Management Partners II, LLC; Carrick Capital Associates Fund, L.P.; Carrick Capital Founders Fund, L.P.; Carrick Capital Partners, L.P.; and Carrick Capital Partners II Co-Investment Fund, L.P. /s/ James C. Madden, V, Managing Member of Carrick Management Partners II, LLC, General Partner of Carrick Capital Partners II Co-Investment Fund II, L.P. 2020-07-01 /s/ Marc F. McMorris 2020-07-01