Sec Form 3/A Filing - Andreessen Marc L @ Accolade, Inc. - 2020-07-01

FORM 3/A 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 Andreessen Marc L 2. Issuer Name and Ticker or Trading Symbol Accolade, Inc. [ ACCD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2865 SAND HILL ROAD, SUITE 101 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2020 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 07/01/2020 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

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 Warrant (Right to Buy) $ 0.0005 ( 1 ) 07/26/2026( 2 ) Common Stock 153,346 I By Andreessen Horowitz Fund IV, L.P. ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Andreessen Marc L 2865 SAND HILL ROAD SUITE 101 MENLO PARK, CA94025 X HOROWITZ BENJAMIN A 2865 SAND HILL ROAD SUITE 101 MENLO PARK, CA94025 X Andreessen Horowitz Fund IV, L.P. 2865 SAND HILL ROAD SUITE 101 MENLO PARK, CA94025 X Andreessen Horowitz Fund IV-A, L.P. 2865 SAND HILL ROAD SUITE 101 MENLO PARK, CA94025 X Andreessen Horowitz Fund IV-B, L.P. 2865 SAND HILL ROAD SUITE 101 MENLO PARK, CA94025 X Andreessen Horowitz Fund IV-Q, L.P. 2865 SAND HILL ROAD SUITE 101 MENLO PARK, CA94025 X Signatures Marc Andreessen /s/ Scott Kupor, Attorney-in-Fact for Marc Andreessen 07/08/2020 Signature of Reporting Person Date Benjamin Horowitz /s/ Scott Kupor Scott Kupor, attorney-in-fact of Benjamin Horowitz 07/08/2020 Signature of Reporting Person Date Andreessen Horowitz Fund IV, L.P., By: AH Equity Partners IV, L.L.C. Its: General Partner, By: /s/ Scott Kupor Scott Kupor, Chief Operating Officer 07/08/2020 Signature of Reporting Person Date Andreessen Horowitz Fund IV-A, L.P., By: AH Equity Partners IV, L.L.C. Its: General Partner, By: /s/ Scott Kupor Scott Kupor, Chief Operating Officer 07/08/2020 Signature of Reporting Person Date Andreessen Horowitz Fund IV-B, L.P., By: AH Equity Partners IV, L.L.C. Its: General Partner, By: /s/ Scott Kupor Scott Kupor, Chief Operating Officer 07/08/2020 Signature of Reporting Person Date Andreessen Horowitz Fund IV-Q, L.P., By: AH Equity Partners IV, L.L.C. Its: General Partner, By: /s/ Scott Kupor Scott Kupor, Chief Operating Officer 07/08/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares subject to this warrant are fully vested. ( 2 )This warrant will automatically be net exercised upon closing of the IPO if it is not exercised on or before such date. ( 3 )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. (collectively the "AH Fund IV 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. ( 4 )(Continued from Footnote 3) Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by the AH Fund IV Entities and this report shall not be deemed an admission that any such person is the beneficial owner of such shares, except to the extent of his or its pecuniary interest, if any, in such shares by virtue of his or its interest in the AH Fund IV Entities and/or AH EP IV, as applicable.

Remarks: This amendment is being filed to add certain reporting persons that were inadvertently not included on the Form 3 initially filed. The holdings reported in this amendment are not new or revised but are being reported to gain access to the SEC's EDGAR filing system.This Form 3 is the second of two Form 3s filed relating to the same event. Combined, the two reports report the holdings for the following reporting persons: AH Parallel Fund IV, L.P., AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B, L.P., AH Parallel Fund IV-Q, L.P., AH Equity Partners IV (Parallel), L.L.C., Andreessen Horowitz Fund IV, L.P., Andreessen Horowitz Fund IV-A, L.P., Andreessen Horowitz Fund IV-B, L.P., Andreessen Horowitz Fund IV-Q, L.P., AH Equity Partners IV, L.L.C., Marc Andreessen and Benjamin Horowitz. This Form 3 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 reporting persons.

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).

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