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

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
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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