Bronfman Edgar JR Form 4 Accolade / EDGAR BRONFMAN JR ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BRONFMAN EDGAR JR

(Last)

(First)

(Middle)

C/O ACCRETIVE, LLC, 660 MADISON

AVENUE, 12TH FLOOR, SUITE 1215

(Street)

NEW YORK

10065

(City)

(State)

(Zip)

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

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Former 10% Owner

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/28/2021		J		128,961⁽¹⁾	D	⁽¹⁾	0	I	By Accretive Care Holding Partnership⁽¹⁾
Common Stock	01/28/2021		J		138⁽¹⁾	A	⁽¹⁾	138	D
Common Stock	01/28/2021		J		1,130,221⁽²⁾	D	⁽²⁾	0	I	By Accretive Coinvestment Partners, LLC⁽²⁾
Common Stock	01/28/2021		J		155,118⁽²⁾	A	⁽²⁾	155,256	D
Common Stock	01/28/2021		J		1,076,796⁽³⁾	D	⁽³⁾	0	I	By Accretive II Coinvestment, L.P.⁽³⁾
Common Stock	01/28/2021		J		210,622⁽³⁾	A	⁽³⁾	365,878	D
Common Stock	01/28/2021		J		3,293,683⁽⁴⁾	D	⁽⁴⁾	0	I	By Accretive II, L.P.⁽⁴⁾
Common Stock	01/28/2021		J		9,271⁽⁴⁾	A	⁽⁴⁾	375,149	D
Common Stock	01/28/2021		J		4,499,447⁽⁵⁾	D	⁽⁵⁾	0	I	By Accretive Investors SBIC, L.P.⁽⁵⁾
Common Stock	01/28/2021		J		577,177⁽⁵⁾	A	⁽⁵⁾	952,326	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On January 28, 2021, 128,961 shares of common stock of Accolade, Inc. ("Common Stock") held of record by Accretive Care Holding Partnership ("ACHP") were distributed to the entity's partners on a pro rata basis for no consideration. ACHP no longer holds any shares of Common Stock. The Reporting Person and J. Michael Cline are the managing members of Accretive II GP, LLC, the general partner of ACHP, and may have been deemed to have shared voting and dispositive power with respect to the shares of Common Stock previously held by ACHP. Also on January 28, 2021, Accretive II GP, LLC further distributed to its members, on a pro rata basis, for no consideration, all of the shares of Common Stock received by it in the distribution from ACHP. As part of such distribution, Mr. Bronfman, Jr. received 138 shares of Common Stock previously held by ACHP.

2. On January 28, 2021, 1,130,221 shares of Common Stock held of record by Accretive Coinvestment Partners, LLC ("ACP") were distributed to the entity's members on a pro rata basis for no consideration. ACP no longer holds any shares of Common Stock. The Reporting Person and J. Michael Cline are the managing members of Accretive Associates I, LLC, the managing member of ACP, and may have been deemed to have shared voting and dispositive power with respect to the shares previously held by ACP. Also on January 28, 2021, Accretive Associates I, LLC and other partners of ACP further distributed to their respective members, on a pro rata basis, for no consideration, all of the shares of Common Stock received by them in the distribution from ACP. As part of such distribution, Mr. Bronfman, Jr. received 155,118 shares of Common Stock previously held by ACP.

3. On January 28, 2021, 1,076,796 shares of Common Stock held of record by Accretive II Coinvestment, L.P. ("AIIC") were distributed to the entity's partners on a pro rata basis for no consideration. AIIC no longer holds any shares of Common Stock. The Reporting Person and J. Michael Cline are the managing members of Accretive II GP, LLC, the general partner of AIIC, and may have been deemed to have shared voting and dispositive power with respect to the shares of Common Stock previously held by AIIC. Also on January 28, 2021, Accretive II GP, LLC and other partners of AIIC further distributed to their respective members, on a pro rata basis, for no consideration, all of the shares of Common Stock received by them in the distribution from AIIC. As part of such distribution, Mr. Bronfman, Jr. received 210,622 shares of Common Stock previously held by AIIC.

4. On January 28, 2021, 3,293,683 shares of Common Stock held of record by Accretive II, L.P. were distributed to the entity's partners on a pro rata basis for no consideration. Accretive II, L.P. no longer holds any shares of Common Stock. The Reporting Person and J. Michael Cline are the managing members of Accretive II GP, LLC, the general partner of Accretive II, L.P., and may have been deemed to have shared voting and dispositive power with respect to the shares of Common Stock previously held by Accretive II, L.P. Also on January 28, 2021, Accretive II GP, LLC further distributed to its members, on a pro rata basis, for no consideration, all of the shares of Common Stock received by it in the distribution from Accretive II, L.P. As part of such distribution, Mr. Bronfman, Jr. received 9,271 shares of Common Stock previously held by Accretive II, L.P.

5. On January 28, 2021, 4,499,447 shares of Common Stock held of record by Accretive Investors SBIC, L.P. ("SBIC") were distributed to the entity's partners on a pro rata basis for no consideration. SBIC no longer holds any shares of Common Stock. The Reporting Person and J. Michael Cline are the managing members of Accretive Associates SBIC, LLC, the general partner of SBIC and may have been deemed to have shared voting and dispositive power with respect to the shares of Common Stock previously held by SBIC. Also on January 28, 2021, Accretive Associates SBIC, LLC and other partners of SBIC further distributed to their respective members, on a pro rata basis, for no consideration, all of the shares of Common Stock received by them in the distribution from SBIC. As part of such distribution, Mr. Bronfman, Jr. received 577,177 shares of Common Stock previously held by SBIC.

Remarks:

	/s/ Edgar Bronfman, Jr.	02/01/2021
	** 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 4 (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.

Bronfman Edgar JR Form 4Accolade / EDGAR BRONFMAN JR ownership change