SEC FORM 4/A SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SINGH RAJEEV

(Last) (First) (Middle)
C/O ACCOLADE, INC.

(Street)
SEATTLE WA 98101

(City) (State) (Zip)
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
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/02/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
08/03/2022
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 08/02/2022 P(1) 17,500 A $10.0874(2) 149,697 D
Common Stock 08/02/2022 M 17,500 A $4.7 132,197 D
Common Stock 08/02/2022 M 47,620 A $4.2 102,822 D
Common Stock 08/02/2022 M 11,875 A $4.5 114,697 D
Common Stock 651,619 I By Avanti Holdings, LLC(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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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) $4.2 08/02/2022 M 47,620 (4) 10/30/2025 Common Stock 47,620 $0 1,552,380 D
Stock Option (Right to Buy) $4.5 08/02/2022 M 11,875 (5) 07/26/2027 Common Stock 11,875 $0 18,125 D
Stock Option (Right to Buy) $4.7 08/02/2022 M 17,500 (6) 05/02/2028 Common Stock 17,500 $0 12,500 D
Explanation of Responses:
1. The original Form 4, filed on August 3, 2022, is being amended by this Form 4/A solely to correct a typographical error, which in footnote 1 of the original Form 4 referred to "sale" prices when in fact the Reporting Person made stock purchases. This has been corrected in footnote 2 below in this Form 4/A reporting the price range for the purchases reflected herein.
2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices within the range of $9.9600 to $10.1500, inclusive. The Reporting Person undertakes to provide to the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range(s) set forth in this footnote of this Form 4.
3. The Reporting Person is a partner of Avanti Holdings, LLC and has voting and investment power with respect to the securities held by Avanti Holdings, LLC.
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 October 30, 2015 (the "October 2015 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the October 2015 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 October 2015 Vesting Commencement Date.
5. 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 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.
6. 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 April 1, 2018 (the "April 2018 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the April 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 April 2018 Vesting Commencement Date.
/s/ Richard Eskew, Attorney-in-Fact 08/04/2022
** Signature of Reporting Person Date
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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