Sec Form 4 Filing - Carrick Capital Partners II Co-Investment Fund II, L.P. @ Accolade, Inc. - 2020-07-07

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Carrick Capital Partners II Co-Investment Fund II, L.P. 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 (Last) (First) (Middle) ONE CALIFORNIA STREET, SUITE 1900 3. Date of Earliest Transaction (MM/DD/YY) 07/07/2020 (Street) SAN FRANCISCO, CA94111 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 07/07/2020 C 3,508,278 ( 1 ) A 3,508,278 ( 1 ) I See Footnotes ( 1 ) ( 2 ) ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series D Preferred Stock ( 4 ) 07/07/2020 C 1,424,360 ( 4 ) ( 4 ) Common Stock ( 4 ) ( 4 ) 0 I See Footnote ( 4 ) Series E Preferred Stock ( 5 ) 07/07/2020 C 419,076 ( 5 ) ( 5 ) Common Stock ( 5 ) ( 5 ) 0 I See Footnote ( 5 ) Warrants ( 6 ) 07/07/2020 C 101,600 ( 6 ) ( 6 ) Common Stock ( 6 ) ( 6 ) 0 I See Footnote ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Carrick Capital Partners II Co-Investment Fund II, L.P. ONE CALIFORNIA STREET SUITE 1900 SAN FRANCISCO, CA94111 Former 10% Owner MCMORRIS MARC F ONE CALIFORNIA STREET SUITE 1900 SAN FRANCISCO, CA94111 Former 10% Owner Signatures /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. 07/08/2020 Signature of Reporting Person Date /s/ Marc F. McMorris 07/08/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of the Issuer's Common Stock ("Common Stock") are held of record as follows: (i) 341,153 shares held of record by Carrick Capital Associates Fund, L.P. ("CCAF"), (ii) 116,560 shares held of record by Carrick Capital Founders Fund, L.P. ("CCFF"), (iii) 2,075,349 shares held of record by Carrick Capital Partners, L.P. ("CCP"), (iv) 487,608 shares held of record by Carrick Capital Partners II Co-Investment Fund, L.P. ("CIF") and (v) 487,608 shares held of record by Carrick Capital Partners II Co-Investment Fund II, L.P. ("CIFII"). ( 2 )Carrick Management Partners, LLC ("CMP" and, together with CCAF, CCFF and CCP, the "CMP Group") is the general partner of each of CCAF, CCFF and CCP. Carrick Management Partners II, LLC ("CMPII" and, together with CIF and CIFII, the "CMPII Group") is the general partner of each of CIF and CIFII. CMP and CMPII may be deemed to have voting, investment and dispositive power with respect to the securities held by the CMP Group and the CMPII Group, respectively. ( 3 )Each of James C. Madden, V. ("Madden") and Marc F. McMorris ("McMorris" and, together with Madden, the "Managing Members") is a managing member of CMP and CMPII. The Managing Members may be deemed to share voting, investment and dispositive power with respect to the shares of Common Stock held by the CMP Group and the CMPII Group. Each of the Managing Members, CMP and CMPII disclaim beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. ( 4 )Effective upon the closing of the Issuer's initial public offering (the "IPO"), each share of the Issuer's Series D Preferred Stock (the "Series D Preferred") held by the CMP Group automatically converted into approximately 1.7784 shares of Common Stock. No fractional shares were issued as a result of this conversion. Prior to the IPO, the Series D Preferred was convertible at any time into shares of 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 had no expiration date. ( 5 )Effective upon the closing of the IPO, each share of the Issuer's Series E Preferred Stock (the "Series E Preferred") held by the CMPII Group automatically converted into approximately 2.0846 shares of Common Stock. No fractional shares were issued as a result of this conversion. Prior to the IPO, the Series E Preferred was 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 had no expiration date. ( 6 )Prior to the IPO, CIF and CIFII each held fully-vested warrants, which would have expired on March 16, 2028, for the purchase of up to 50,800 shares of Common Stock. Upon the closing of the IPO, the warrants were automatically net exercised and surrendered such that the holder of each warrant received 50,798 shares of Common Stock based on the IPO Price and after deduction of the exercise price, which was $0.0005 per share. No fractional shares were issued as a result of this warrant exercise.

Remarks: Additional reporting owners 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.

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