| 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*
(Street)
| 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)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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) |
| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A-1 Preferred Stock | (1) | (1) | Common Stock | (1) | (1) | I | By Accretive Care Holding Partnership(2) |
| Series A-2 Preferred Stock | (3) | (3) | Common Stock | (3) | (3) | I | By Accretive Care Holding Partnership(2) |
| Series B Preferred Stock | (4) | (4) | Common Stock | (4) | (4) | I | By Accretive Care Holding Partnership(2) |
| Series C Preferred Stock | (5) | (5) | Common Stock | (5) | (5) | I | By Accretive Care Holding Partnership(2) |
| Series A-1 Preferred Stock | (6) | (6) | Common Stock | (6) | (6) | I | By Accretive Coinvestment Partners, LLC(7) |
| Series A-2 Preferred Stock | (8) | (8) | Common Stock | (8) | (8) | I | By Accretive Coinvestment Partners, LLC(7) |
| Series B Preferred Stock | (9) | (9) | Common Stock | (9) | (9) | I | By Accretive Coinvestment Partners, LLC(7) |
| Series C Preferred Stock | (10) | (10) | Common Stock | (10) | (10) | I | By Accretive Coinvestment Partners, LLC(7) |
| Series A-1 Preferred Stock | (11) | (11) | Common Stock | (11) | (11) | I | By Accretive II Coinvestment, L.P.(12) |
| Series A-2 Preferred Stock | (13) | (13) | Common Stock | (13) | (13) | I | By Accretive II Coinvestment, L.P.(12) |
| Series B Preferred Stock | (14) | (14) | Common Stock | (14) | (14) | I | By Accretive II Coinvestment, L.P.(12) |
| Series C Preferred Stock | (15) | (15) | Common Stock | (15) | (15) | I | By Accretive II Coinvestment, L.P.(12) |
| Series A-1 Preferred Stock | (16) | (16) | Common Stock | (16) | (16) | I | By Accretive II, L.P.(17) |
| Series A-2 Preferred Stock | (18) | (18) | Common Stock | (18) | (18) | I | By Accretive II, L.P.(17) |
| Series B Preferred Stock | (19) | (19) | Common Stock | (19) | (19) | I | By Accretive II, L.P.(17) |
| Series C Preferred Stock | (20) | (20) | Common Stock | (20) | (20) | I | By Accretive II, L.P.(17) |
| Series A-1 Preferred Stock | (21) | (21) | Common Stock | (21) | (21) | I | By Accretive Investors SBIC, LP(22) |
| Series A-2 Preferred Stock | (23) | (23) | Common Stock | (23) | (23) | I | By Accretive Investors SBIC, LP(22) |
| Series B Preferred Stock | (24) | (24) | Common Stock | (24) | (24) | I | By Accretive Investors SBIC, LP(22) |
| Series C Preferred Stock | (25) | (25) | Common Stock | (25) | (25) | I | By Accretive Investors SBIC, LP(22) |
| Explanation of Responses: |
| 1. Accretive Care Holding Partnership currently owns 45,598 shares of the Issuer's Series A-1 Preferred Stock. Each share of the Issuer's Series A-1 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) 45,598 plus (ii) a number equal to 45,598 multiplied by a fraction of $2.809 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. |
| 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 is a managing member 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. Accretive Care Holding Partnership currently owns 32,575 shares of the Issuer's Series A-2 Preferred Stock. Each share of the Issuer's Series A-2 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) 32,575 plus (ii) a number equal to 32,575 multiplied by a fraction of $3.876 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. Accretive Care Holding Partnership currently owns 26,356 shares of the Issuer's Series B Preferred Stock. Each share of the Issuer's Series B 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) 26,356 plus (ii) a number equal to 26,356 multiplied by a fraction of $4.1748 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. Accretive Care Holding Partnership currently owns 5,146 shares of the Issuer's Series C Preferred Stock. Each share of the Issuer's Series C 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) 5,146 plus (ii) a number equal to 5,146 multiplied by a fraction of $11.64415 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. |
| 6. Accretive Coinvestment Partners, LLC currently owns 378,186 shares of the Issuer's Series A-1 Preferred Stock. Each share of the Issuer's Series A-1 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) 378,186 plus (ii) a number equal to 378,186 multiplied by a fraction of $2.809 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. |
| 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 is a managing member 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. Accretive Coinvestment Partners, LLC currently owns 306,871 shares of the Issuer's Series A-2 Preferred Stock. Each share of the Issuer's Series A-2 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) 306,871 plus (ii) a number equal to 306,871 multiplied by a fraction of $3.876 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. |
| 9. Accretive Coinvestment Partners, LLC currently owns 230,215 shares of the Issuer's Series B Preferred Stock. Each share of the Issuer's Series B 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) 230,215 plus (ii) a number equal to 230,215 multiplied by a fraction of $4.1748 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. |
| 10. Accretive Coinvestment Partners, LLC currently owns 45,061 shares of the Issuer's Series C Preferred Stock. Each share of the Issuer's Series C 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) 45,061 plus (ii) a number equal to 45,061 multiplied by a fraction of $11.64415 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. |
| 11. Accretive II Coinvestment, L.P. currently owns 380,732 shares of the Issuer's Series A-1 Preferred Stock. Each share of the Issuer's Series A-1 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) 380,732 plus (ii) a number equal to 380,732 multiplied by a fraction of $2.809 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. |
| 12. 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 is a managing member 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. |
| 13. Accretive II Coinvestment, L.P. currently owns 271,999 shares of the Issuer's Series A-2 Preferred Stock. Each share of the Issuer's Series A-2 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) 271,999 plus (ii) a number equal to 271,999 multiplied by a fraction of $3.876 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. |
| 14. Accretive II Coinvestment, L.P. currently owns 220,059 shares of the Issuer's Series B Preferred Stock. Each share of the Issuer's Series B 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) 220,059 plus (ii) a number equal to 220,059 multiplied by a fraction of $4.1748 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. |
| 15. Accretive II Coinvestment, L.P. currently owns 42,970 shares of the Issuer's Series C Preferred Stock. Each share of the Issuer's Series C 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) 42,970 plus (ii) a number equal to 42,970 multiplied by a fraction of $11.64415 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. |
| 16. Accretive II, L.P. currently owns 1,164,574 shares of the Issuer's Series A-1 Preferred Stock. Each share of the Issuer's Series A-1 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) 1,164,574 plus (ii) a number equal to 1,164,574 multiplied by a fraction of $2.809 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. |
| 17. 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 is a managing member 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. |
| 18. Accretive II, L.P. currently owns 831,986 shares of the Issuer's Series A-2 Preferred Stock. Each share of the Issuer's Series A-2 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) 831,986 plus (ii) a number equal to 831,986 multiplied by a fraction of $3.876 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. |
| 19. Accretive II, L.P. currently owns 673,113 shares of the Issuer's Series B Preferred Stock. Each share of the Issuer's Series B 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) 673,113 plus (ii) a number equal to 673,113 multiplied by a fraction of $4.1748 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. |
| 20. Accretive II, L.P. currently owns 131,436 shares of the Issuer's Series C Preferred Stock. Each share of the Issuer's Series C 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) 131,436 plus (ii) a number equal to 131,436 multiplied by a fraction of $11.64415 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. |
| 21. Accretive Investors SBIC, LP currently owns 1,590,905 shares of the Issuer's Series A-1 Preferred Stock. Each share of the Issuer's Series A-1 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) 1,590,905 plus (ii) a number equal to 1,590,905 multiplied by a fraction of $2.809 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. |
| 22. 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 is a managing member 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. |
| 23. Accretive Investors SBIC, LP currently owns 1,136,563 shares of the Issuer's Series A-2 Preferred Stock. Each share of the Issuer's Series A-2 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) 1,136,563 plus (ii) a number equal to 1,136,563 multiplied by a fraction of $3.876 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. |
| 24. Accretive Investors SBIC, LP currently owns 919,528 shares of the Issuer's Series B Preferred Stock. Each share of the Issuer's Series B 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) 919,528 plus (ii) a number equal to 919,528 multiplied by a fraction of $4.1748 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. |
| 25. Accretive Investors SBIC, LP currently owns 179,553 shares of the Issuer's Series C Preferred Stock. Each share of the Issuer's Series C 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) 179,553 plus (ii) a number equal to 179,553 multiplied by a fraction of $11.64415 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. |
| 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. |
| /s/ Edgar Bronfman, Jr. | 07/02/2020 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
