Sec Form 4 Filing - AH Parallel Fund IV, 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 AH Parallel Fund IV, 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 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) 07/07/2020 (Street) MENLO PARK, CA94025 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 3,354,507 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 )

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 ( 6 ) 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 ( 6 ) 03/16/2028 Common Stock 35,465 $ 0 0 I By AH Parallel Fund IV, L.P. ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other AH Parallel Fund IV, L.P. 2865 SAND HILL ROAD SUITE 101 MENLO PARK, CA94025 X AH Parallel Fund IV-A, L.P. 2865 SAND HILL ROAD SUITE 101 MENLO PARK, CA94025 X AH Parallel Fund IV-B, L.P. 2865 SAND HILL ROAD SUITE 101 MENLO PARK, CA94025 X AH Parallel Fund IV-Q, L.P. 2865 SAND HILL ROAD SUITE 101 MENLO PARK, CA94025 X AH Equity Partners IV (Parallel), L.L.C. 2865 SAND HILL ROAD SUITE 101 MENLO PARK, CA94025 X AH Equity Partners IV, L.L.C. 2865 SAND HILL ROAD SUITE 101 MENLO PARK, CA94025 X Signatures AH Parallel Fund IV, L.P., By: AH Equity Partners IV (Parallel), L.L.C. Its: General Partner, By: /s/ Scott Kupor, Chief Operating Officer 07/08/2020 Signature of Reporting Person Date AH Parallel Fund IV-A, L.P. By: AH Equity Partners IV (Parallel), L.L.C. Its: General Partner By: /s/ Scott Kupor Scott Kupor, Chief Operating Officer 07/08/2020 Signature of Reporting Person Date AH Parallel Fund IV-B, L.P. By: AH Equity Partners IV (Parallel), L.L.C. Its: General Partner By: /s/ Scott Kupor Scott Kupor, Chief Operating Officer 07/08/2020 Signature of Reporting Person Date AH Parallel Fund IV-Q, L.P. By: AH Equity Partners IV (Parallel), L.L.C. Its: General Partner By: /s/ Scott Kupor Scott Kupor, Chief Operating Officer 07/08/2020 Signature of Reporting Person Date AH Equity Partners IV (Parallel), L.L.C. By: /s/ Scott Kupor Scott Kupor, Chief Operating Officer 07/08/2020 Signature of Reporting Person Date AH Equity Partners IV, L.L.C. By: /s/ Scott Kupor Scott Kupor, Chief Operating Officer 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 securities 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. (collectively 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 securities 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 securities held by the AH Parallel Fun d IV Entities. ( 3 )(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 Parallel Fund IV Entities and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of his or its pecuniary interest, if any, in such securities by virtue of his or its interest in the AH Parallel Fund IV Entities and/or AH EP IV Parallel, 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 of Common 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 )The shares subject to this warrant are fully vested.

Remarks: This Form 4 is the first of two Form 4s 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 4 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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