Sec Form 3 Filing - NEFF THOMAS J @ Accolade, Inc. - 2020-07-01

FORM 3 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 NEFF THOMAS J 2. Issuer Name and Ticker or Trading Symbol Accolade, Inc. [ ACCD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ACCOLADE, INC., 1201 THIRD AVENUE, SUITE 1700 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2020 (Street) SEATTLE, WA98101 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 154,338 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 (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 Stock Option (Right to Buy) $ 4.5 ( 1 ) 07/26/2027 Common Stock 3,500 D Stock Option (Right to Buy) $ 4.7 ( 2 ) 05/02/2028 Common Stock 5,750 D Stock Option (Right to Buy) $ 4.7 ( 3 ) 07/25/2028 Common Stock 10,830 D Stock Option (Right to Buy) $ 17.5 ( 4 ) 06/19/2030 Common Stock 8,600 D Series B Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock ( 5 ) D Series C Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock ( 6 ) D Series D Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock ( 7 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NEFF THOMAS J C/O ACCOLADE, INC. 1201 THIRD AVENUE, SUITE 1700 SEATTLE, WA98101 X Signatures /s/ Alan Hambelton, Attorney-in-Fact 07/01/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares subject to this option (including 8,500 shares which have previously been exercised and purchased prior to the date hereof) shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of July 26, 2017 (the "July 2017 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the July 2017 Vesting Commencement Date thereafter for so long as the Reporting Person remains an employee or consultant of the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the July 2017 Vesting Commencement Date. ( 2 )The shares subject to this option (including 6,250 shares which have previously been exercised and purchased prior to the date hereof) shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of May 3, 2018 (the "May 2018 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the May 2018 Vesting Commencement Date thereafter for so long as the Reporting Person remains an employee or consultant of the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the May 2018 Vesting Commencement Date. ( 3 )The shares subject to this option (including 9,166 shares which have previously been exercised and purchased prior to the date hereof) shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of July 26, 2018 (the "July 2018 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the July 2018 Vesting Commencement Date thereafter for so long as the Reporting Person remains an employee or consultant of the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the July 2018 Vesting Commencement Date. ( 4 )The shares subject to this option shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of June 20, 2020 (the "2020 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2020 Vesting Commencement Date thereafter for so long as the Reporting Person remains an employee or consultant of the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the 2020 Vesting Commencement Date. ( 5 )The Reporting Person currently owns 5,270 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 Issuer's initial public offering (the "IPO") into the number shares of the Issuer's Common Stock equal to (i) 5,270 plus (ii) a number equal to 5,270 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. ( 6 )The Reporting Person currently owns 4,235 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) 4,235 plus (ii) a number equal to 4,235 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. ( 7 )The Reporting Person currently owns 1,698 shares of the Issuer's Series D Preferred Stock. Each share of the Issuer's Series D 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) 1,698 plus (ii) a number equal to 1,698 multiplied by a fraction of $17.1245137 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: Exhibit 24 - Power of Attorney

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