0001209191-20-039954.txt : 20200701 0001209191-20-039954.hdr.sgml : 20200701 20200701195257 ACCESSION NUMBER: 0001209191-20-039954 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: AH Parallel Fund IV, L.P. CENTRAL INDEX KEY: 0001603197 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39348 FILM NUMBER: 201006670 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-798-3900 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AH Parallel Fund IV-A, L.P. CENTRAL INDEX KEY: 0001604859 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39348 FILM NUMBER: 201006671 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-798-3900 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AH Parallel Fund IV-B, L.P. CENTRAL INDEX KEY: 0001604860 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39348 FILM NUMBER: 201006672 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-798-3900 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AH Parallel Fund IV-Q, L.P. CENTRAL INDEX KEY: 0001604861 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39348 FILM NUMBER: 201006673 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-798-3900 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AH Equity Partners IV (Parallel), L.L.C. CENTRAL INDEX KEY: 0001603419 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39348 FILM NUMBER: 201006674 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-798-3900 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AH Equity Partners IV, L.L.C. CENTRAL INDEX KEY: 0001603403 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39348 FILM NUMBER: 201006675 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-798-3900 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 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 doc3.xml FORM 3 SUBMISSION X0206 3 2020-07-01 0 0001481646 Accolade, Inc. ACCD 0001603197 AH Parallel Fund IV, L.P. 2865 SAND HILL ROAD SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001604859 AH Parallel Fund IV-A, L.P. 2865 SAND HILL ROAD SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001604860 AH Parallel Fund IV-B, L.P. 2865 SAND HILL ROAD SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001604861 AH Parallel Fund IV-Q, L.P. 2865 SAND HILL ROAD SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001603419 AH Equity Partners IV (Parallel), L.L.C. 2865 SAND HILL ROAD SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001603403 AH Equity Partners IV, L.L.C. 2865 SAND HILL ROAD SUITE 101 MENLO PARK CA 94025 0 0 1 0 Common Stock 35000 I By AH Parallel Fund IV, L.P. Series E Preferred Stock Common Stock I By AH Parallel Fund IV, L.P. Warrant (Right to Buy) 0.0005 2026-07-26 Common Stock 354658 I By AH Parallel Fund IV, L.P. Warrant (Right to Buy) 0.0005 2028-03-16 Common Stock 35465 I By AH Parallel Fund IV, L.P. 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. (collectively 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. (Continued from Footnote 1) Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by the AH Parallel Fund IV Entities and this report shall not be deemed an admission that any such person is the beneficial owner of such shares, except to the extent of his or its pecuniary interest, if any, in such shares by virtue of his or its interest in the AH Parallel Fund IV Entities and/or AH EP IV Parallel, as applicable. 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. The shares subject to this warrant are fully vested. This warrant will automatically be net exercised upon closing of the IPO if it is not exercised on or before such date. This Form 3 is the first of two Form 3s filed relating to the same event. Combined, the two reports report the holdings for the following reporting persons: AH Parallel Fund IV, L.P., AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B, L.P., AH Parallel Fund IV-Q, L.P., AH Equity Partners IV (Parallel), L.L.C., Andreessen Horowitz Fund IV, L.P., Andreessen Horowitz Fund IV-A, L.P., Andreessen Horowitz Fund IV-B, L.P., Andreessen Horowitz Fund IV-Q, L.P., AH Equity Partners IV, L.L.C., Marc Andreessen and Benjamin Horowitz. This Form 3 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 reporting persons. AH Parallel Fund IV, L.P., By: AH Equity Partners IV (Parallel), L.L.C. Its: General Partner, By: /s/ Scott Kupor, Chief Operating Officer 2020-07-01 AH Parallel Fund IV-A, L.P. By: AH Equity Partners IV (Parallel), L.L.C. Its: General Partner By: /s/ Scott Kupor Scott Kupor, Chief Operating Officer 2020-07-01 AH Parallel Fund IV-B, L.P. By: AH Equity Partners IV (Parallel), L.L.C. Its: General Partner By: /s/ Scott Kupor Scott Kupor, Chief Operating Officer 2020-07-01 AH Parallel Fund IV-Q, L.P. By: AH Equity Partners IV (Parallel), L.L.C. Its: General Partner By: /s/ Scott Kupor Scott Kupor, Chief Operating Officer 2020-07-01 AH Equity Partners IV (Parallel), L.L.C. By: /s/ Scott Kupor Scott Kupor, Chief Operating Officer 2020-07-01 AH Equity Partners IV, L.L.C. By: /s/ Scott Kupor Scott Kupor, Chief Operating Officer 2020-07-01