Sec Form 4 Filing - JORDAN JEFFREY D @ 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 JORDAN JEFFREY D 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) 07/07/2020 (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 07/07/2020 C 3,354,507 A 3,389,507 I By AH Parallel Fund IV, L.P. ( 2 ) ( 3 ) Common Stock 07/07/2020 X 354,658 A $ 0.0005 3,744,165 I By AH Parallel Fund IV, L.P. ( 2 ) ( 3 ) Common Stock 07/07/2020 S( 4 ) 9 D $ 22 3,744,156 I By AH Parallel Fund IV, L.P. ( 2 ) ( 3 ) Common Stock 07/07/2020 X 35,465 A $ 0.0005 3,779,621 I By AH Parallel Fund IV, L.P. ( 2 ) ( 3 ) Common Stock 07/07/2020 S( 5 ) 1 D $ 22 3,779,620 I By AH Parallel Fund IV, L.P. ( 2 ) ( 3 ) Common Stock 07/07/2020 C 1,450,413 A 1,450,413 I By Andreessen Horowitz Fund IV, L.P. ( 3 ) ( 6 ) Common Stock 07/07/2020 X 153,346 A $ 0.0005 1,603,759 I By Andreessen Horowitz Fund IV, L.P. ( 3 ) ( 6 ) Common Stock 07/07/2020 S( 7 ) 4 D $ 22 1,603,755 I By Andreessen Horowitz Fund IV, L.P. ( 3 ) ( 6 ) Common Stock 07/07/2020 X 15,334 A $ 0.0005 1,619,089 I By Andreessen Horowitz Fund IV, L.P. ( 3 ) ( 6 ) Common Stock 07/07/2020 S( 8 ) 1 D $ 22 1,619,088 I By Andreessen Horowitz Fund IV, L.P. ( 3 ) ( 6 )

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 E Preferred Stock ( 1 ) 07/07/2020 C 1,609,159 ( 1 ) ( 1 ) Common Stock 3,354,507 $ 0 0 I By AH Parallel Fund IV, L.P. ( 2 ) ( 3 ) Warrant (Right to Buy) $ 0.0005 07/07/2020 X 354,658 ( 9 ) 07/26/2026 Common Stock 354,658 $ 0 0 I By AH Parallel Fund IV, L.P. ( 2 ) ( 3 ) Warrant (Right to Buy) $ 0.0005 07/07/2020 X 35,465 ( 9 ) 03/16/2028 Common Stock 35,465 $ 0 0 I By AH Parallel Fund IV, L.P. ( 2 ) ( 3 ) Series E Preferred Stock ( 1 ) 07/07/2020 C 695,764 ( 1 ) ( 1 ) Common Stock 1,450,413 $ 0 0 I By Andreessen Horowitz Fund IV, L.P. ( 3 ) ( 6 ) Warrant (Right to Buy) $ 0.0005 07/07/2020 X 153,346 ( 9 ) 07/26/2026 Common Stock 153,346 $ 0 0 I By Andreessen Horowitz Fund IV, L.P. ( 3 ) ( 6 ) Warrant (Right to Buy) $ 0.0005 07/07/2020 X 15,334 ( 9 ) 03/16/2028 Co mmon Stock 15,334 $ 0 0 I By Andreessen Horowitz Fund IV, L.P. ( 3 ) ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other JORDAN JEFFREY D C/O ACCOLADE, INC. 1201 THIRD AVENUE, SUITE 1700 SEATTLE, WA98101 X Signatures /s/ Alan Hambelton, Attorney-in-Fact 07/08/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series E Preferred Stock automatically converted into shares of Common Stock of the Issuer on a 1:2.084634091 basis immediately upon closing of the Issuer's initial public offering and had no expiration date. ( 2 )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. (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. ( 3 )Mr. Jordan is a member of the general partners of the Andreessen Horowitz Entities (as defined herein), but he disclaims the existence of a "group" and disclaims beneficial ownership of the shares held by the Andreessen Horowitz Entities and this report shall not be deemed an admission that he is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in such shares by virtue of his interest in the Andreessen Horowitz Entities, and/or the general partner entities thereof, as applicable. ( 4 )Upon closing of the Issuer's initial public offering, AH Parallel Fund IV, L.P. exercised a warrant to purchase 354,658 shares of the Issuer's Common Stock at an exercise price per share of $0.0005. AH Parallel Fund IV, L.P. paid the exercise price on a cashless basis, resulting in the Issuer withholding 9 shares subject to the warrant in order to pay the exercise price and issuing to AH Parallel Fund IV, L.P. the remaining 354,649 shares ofCommon Stock. ( 5 )Upon closing of the Issuer's initial public offering, AH Parallel Fund IV, L.P. exercised a warrant to purchase 35,465 shares of the Issuer's Common Stock at an exercise price per share of $0.0005. AH Parallel Fund IV, L.P. paid the exercise price on a cashless basis, resulting in the Issuer withholding 1 share subject to the warrant in order to pay the exercise price and issuing to AH Parallel Fund IV, L.P. the remaining 35,464 shares of Common Stock. ( 6 )These shares are held of record by Andreessen Horowitz Fund IV, L.P., for itself and as nominee for Andreessen Horowitz Fund IV-A, L.P., Andreessen Horowitz Fund IV-B, L.P. and Andreessen Horowitz Fund IV-Q, L.P. (the "AH Fund IV Entities" and together with the AH IV Parallel Entities, the "Andreessen Horowitz Entities"). AH Equity Partners IV, L.L.C. ("AH EP IV") is the general partner of the AH Fund IV Entities and has sole voting and dispositive power with regard to the shares held by the AH Fund IV Entities. The managing members of AH EP IV 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 Fund IV Entities. ( 7 )Upon closing of the Issuer's initial public offering, Andreessen Horowitz Fund IV, L.P. exercised a warrant to purchase 153,346 shares of the Issuer's Common Stock at an exercise price per share of $0.0005. Andreessen Horowitz Fund IV, L.P. paid the exercise price on a cashless basis, resulting in the Issuer withholding 4 shares subject to the warrant in order to pay the exercise price and issuing to Andreessen Horowitz Fund IV, L.P. the remaining 153,342 shares of Common Stock. ( 8 )Upon closing of the Issuer's initial public offering, Andreessen Horowitz Fund IV, L.P. exercised a warrant to purchase 15,334 shares of the Issuer's Common Stock at an exercise price per share of $0.0005. Andreessen Horowitz Fund IV, L.P. paid the exercise price on a cashless basis, resulting in the Issuer withholding 1 share subject to the warrant in order to pay the exercise price and issuing to Andreessen Horowitz Fund IV, L.P. the remaining 15,333 shares of Common Stock. ( 9 )The shares subject to this warrant were fully vested prior to exercise.

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