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