SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
McHugh Colin

(Last) (First) (Middle)
C/O ACCOLADE, INC.
1201 3RD AVE, SUITE 1700

(Street)
SEATTLE WA 98101

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/27/2023
3. Issuer Name and Ticker or Trading Symbol
Accolade, Inc. [ ACCD ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Accounting Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 28,620 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (1) 05/02/2028 Common Stock 93 4.7 D
Stock Option (Right to Buy) (2) 06/24/2029 Common Stock 1,094 9.6 D
Stock Option (Right to Buy) (3) 06/16/2030 Common Stock 8,243 17.5 D
Stock Option (Right to Buy) (4) 06/16/2030 Common Stock 789 17.5 D
Restricted Stock Units (5) (5) Common Stock 3,483 (6) D
Restricted Stock Units (7) (7) Common Stock 13,044 (6) D
Stock Option (Right to Buy) (8) 06/09/2032 Common Stock 5,392 6.27 D
Restricted Stock Units (9) (9) Common Stock 50,000 (6) D
Stock Option (Right to Buy) (10) 12/20/2028 Common Stock 2,292 6.55 D
Explanation of Responses:
1. The shares subject to this option (including 1,406 shares previously exercised) 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 in service with 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.
2. The shares subject to this option (including 1,094 shares previously exercised) shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of June 1, 2019 (the "June 2019 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the June 2019 Vesting Commencement Date thereafter for so long as the Reporting Person remains in service with the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the June 2019 Vesting Commencement Date.
3. The shares subject to this option (including 4,257 shares previously exercised) shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of June 1, 2020 (the "June 2020 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the June 2020 Vesting Commencement Date thereafter for so long as the Reporting Person remains in service with the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the June 2020 Vesting Commencement Date.
4. The shares subject to this option (including 2,678 shares previously exercised) fully vested as of the date of grant.
5. The shares subject to this RSU shall vest at a rate of twenty-five percent of the total number of shares on the first anniversary of June 1, 2021 (the "June 2021 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the June 2021 Vesting Commencement Date thereafter for so long as the Reporting Person remains in service with the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the June 2021 Vesting Commencement Date.
6. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.
7. The shares subject to this RSU shall vest over a two-year period commencing June 1, 2022 (the "June 2022 Vesting Commencement Date"), as follows: (1) in the first year following the June 2022 Vesting Commencement Date, 1/8th of the total number of shares each quarter following the June 2022 Vesting Commencement Date, and (2) in the second year following the June 2022 Vesting Commencement Date, 1/24th of the total number of shares each month of such second year of vesting, in each case for so long as the Reporting Person remains in service with the Issuer, such that the total number of shares shall be fully vested on the two-year anniversary of the June 2022 Vesting Commencement Date.
8. The shares subject to this option shall vest over a two-year period commencing June 1, 2022 (the "June 2022 Vesting Commencement Date"), as follows: (1) in the first year following the June 2022 Vesting Commencement Date, 1/8th of the total number of shares each quarter following the June 2022 Vesting Commencement Date, and (2) in the second year following the June 2022 Vesting Commencement Date, 1/24th of the total number of shares each month of such second year of vesting, in each case for so long as the Reporting Person remains in service with the Issuer, such that the total number of shares shall be fully vested on the two-year anniversary of the June 2022 Vesting Commencement Date.
9. The Reporting Person was granted restricted stock units ("RSUs") on June 26, 2023 with a vesting commencement date of June 1, 2023 (the "Vesting Commencement Date"), which represent a contingent right to receive one share of Common Stock for each RSU. The RSUs will vest as follows: (a) one-third (1/3rd) of the RSUs will vest on the first anniversary of the Vesting Commencement Date (or June 1, 2024), and (b) then 1/36th of the RSUs will vest on each successive month following the first anniversary of the Vesting Commencement Date, provided that the Reporting Person remains in continuous service on each vesting date. Unless otherwise provided, on each vesting date shares of Common Stock will automatically be sold to satisfy the Reporting Person's tax withholding obligations in a non-discretionary transaction.
10. The shares subject to this option (including 7,708 shares previously exercised) shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of December 21, 2018 (the "December 2018 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the December 2018 Vesting Commencement Date thereafter for so long as the Reporting Person remains in service with the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the December 2018 Vesting Commencement Date.
/s/ Richard Eskew, Attorney-in-Fact 07/06/2023
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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POWER OF ATTORNEY

	Know all by these presents that the undersigned hereby constitutes and appoints
each of Richard Esckew of Accolade, Inc. (the ?Company?) and Alan Hambelton,
Julia Stark, Colleen Badgley and Brian Woodard of Cooley LLP, signing
individually, the undersigned?s true and lawful attorneys-in fact and agents to:

(1)	prepare, execute in the undersigned?s name and on the undersigned?s behalf,
and submit to the Securities and Exchange Commission (the ?SEC?) a Form ID,
including amendments thereto, and any other documents necessary or appropriate
to obtain codes and passwords enabling the undersigned to make electronic
filings with the SEC of reports required by Section 16(a) of the Securities
Exchange Act of 1934 or any rule or regulation thereunder;

(2)	prepare, execute in the undersigned?s name and on the undersigned?s behalf,
and submit to the SEC Forms 3, 4 and 5 (including amendments thereto and joint
filing agreements in connection therewith) in accordance with Section 16(a) of
the Securities Exchange Act of 1934 and the rules thereunder;

(3)	do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to prepare and execute any such Form 3, 4
or 5 (including amendments thereto and joint filing agreements in connection
therewith) and file such Forms with the SEC and any stock exchange,
self-regulatory association or any other authority; and

(4)	take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required of the undersigned, it being
understood that the documents executed by the attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as the attorney-in-fact may approve
in the attorney-in-fact?s discretion.

	The undersigned hereby grants to each such attorney in fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
 attorney in fact, or such attorney in fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney
and the rights and powers herein granted.  The undersigned acknowledges
that the foregoing attorneys-in-fact, and their substitutes, in serving in
such capacity at the request of the undersigned, are not assuming (nor is
the Company assuming) any of the undersigned's responsibilities to comply
 with Section 16 of the Securities Exchange Act of 1934.

	This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4 and 5 with respect
to the undersigned's holdings of andtransactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the Company and the attorneys-in-fact.

	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date written below.

Dated:  	June 27, 2023


By: /s/ Colin McHugh 					Colin McHugh
	Signature					Printed Name