EVP General Counsel Eskew Richard returned $465,323 worth of shares to the company (66,191 units at $7.03), closing all direct ownership in the company (SEC Form 4)
$ACCD
Business Services
Consumer Discretionary
| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Accolade, Inc. [ ACCD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/08/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 04/08/2025 | D | 66,191 | D | $7.03(1) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Stock Units | (2) | 04/08/2025 | A | 27,259 | (3) | (3) | Common Stock | 27,259 | (2) | 27,259 | D | ||||
| Restricted Stock Units | (2) | 04/08/2025 | A | 37,500 | (3) | (3) | Common Stock | 37,500 | (2) | 37,500 | D | ||||
| Restricted Stock Units | (2) | 04/08/2025 | D | 778 | (4) | (4) | Common Stock | 778 | (5) | 0 | D | ||||
| Restricted Stock Units | (2) | 04/08/2025 | D | 10,602 | (6) | (6) | Common Stock | 10,602 | (5) | 0 | D | ||||
| Restricted Stock Units | (2) | 04/08/2025 | D | 37,500 | (7) | (7) | Common Stock | 37,500 | (5) | 0 | D | ||||
| Restricted Stock Units | (2) | 04/08/2025 | D | 27,259 | (3) | (3) | Common Stock | 27,259 | (5) | 0 | D | ||||
| Restricted Stock Units | (2) | 04/08/2025 | D | 37,500 | (3) | (3) | Common Stock | 37,500 | (5) | 0 | D | ||||
| Stock Option (Right to Buy) | $4.2 | 04/08/2025 | D | 10,250 | (8) | 04/26/2027 | Common Stock | 10,250 | (9) | 0 | D | ||||
| Stock Option (Right to Buy) | $4.7 | 04/08/2025 | D | 20,000 | (10) | 05/02/2028 | Common Stock | 20,000 | (9) | 0 | D | ||||
| Stock Option (Right to Buy) | $6.55 | 04/08/2025 | D | 20,000 | (11) | 12/20/2028 | Common Stock | 20,000 | (9) | 0 | D | ||||
| Stock Option (Right to Buy) | $9.6 | 04/08/2025 | D | 12,000 | (12) | 06/24/2029 | Common Stock | 12,000 | (13) | 0 | D | ||||
| Stock Option (Right to Buy) | $17.5 | 04/08/2025 | D | 28,050 | (14) | 06/16/2030 | Common Stock | 28,050 | (13) | 0 | D | ||||
| Stock Option (Right to Buy) | $17.5 | 04/08/2025 | D | 8,777 | (15) | 06/16/2030 | Common Stock | 8,777 | (13) | 0 | D | ||||
| Stock Option (Right to Buy) | $53.38 | 04/08/2025 | D | 12,438 | (16) | 06/15/2031 | Common Stock | 12,438 | (13) | 0 | D | ||||
| Stock Option (Right to Buy) | $6.27 | 04/08/2025 | D | 20,000 | (17) | 06/09/2032 | Common Stock | 20,000 | (9) | 0 | D | ||||
| Explanation of Responses: |
| 1. Reflects disposition of the Issuer's equity securities upon the consummation of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 8, 2025, by and among Issuer, Transcarent, Inc. ("Parent") and Acorn Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), including the consummation of the merger (the "Merger") between Issuer and Merger Sub on April 8, 2025. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each share of the Issuer's Common Stock, par value $0.0001 per share ("Shares") issued and outstanding immediately prior to the Effective Time was converted automatically into the right to receive $7.03 in cash, without interest (the "Merger Consideration"). |
| 2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock. RSUs convert into the Issuer's Common Stock on a one-for-one basis. |
| 3. The shares subject to this RSU shall vest in full on the Effective Time, so long as the recipient of the RSU provides Continuous Service to the Issuer. |
| 4. 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. |
| 5. Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the Effective Time that is vested, after giving effect to any applicable vesting acceleration and separation right applicable to any individual other than a continuing employee, (each, a "Vested Company RSU") and restricted stock units outstanding immediately prior to the Effective Time that vest, or become eligible to vest, based on the achievement of performance conditions and that are vested or that will become vested as of immediately prior to the Effective Time, after giving effect to any applicable vesting acceleration and separation right applicable to any individual other than a continuing employee (each, a "Vested Company PSU") will be cancelled and converted into the right to receive the Merger Consideration, less any applicable tax withholdings. |
| 6. The Reporting Person was granted RSUs on June 27, 2023 with a vesting commencement date of June 1, 2023 (the "June 2023 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 June 2023 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 June 2023 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. |
| 7. The Reporting Person was granted RSUs with a grant date of June 1, 2024 (the "June 2024 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 June 2024 Vesting Commencement Date (or June 1, 2025), and (b) then 1/36th of the RSUs will vest on each successive month following the first anniversary of the June 2024 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. |
| 8. 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 26, 2017 (the "April 2017 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the April 2017 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 April 2017 Vesting Commencement Date. |
| 9. Pursuant to the Merger Agreement, at the Effective Time, each outstanding option ("Option") to purchase Shares granted under any of the Issuer's Amended and Restated 2007 Stock Option Plan, as amended, and the 2020 Equity Incentive Plan, as amended, or portion thereof that was vested or became vested as of immediately prior to the Effective Time, after giving effect to any applicable vesting acceleration and separation right applicable to any individual other than a continuing employee, and had an exercise price per Share that is less than the Merger Consideration, was canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the amount by which the Merger Consideration exceeds the applicable exercise price per Share of such Option and (ii) the aggregate number of Shares issuable upon exercise of such Option or portion thereof, subject to any required withholding of taxes. |
| 10. 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 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. |
| 11. 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 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. |
| 12. 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 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. |
| 13. Pursuant to the Merger Agreement, at the Effective Time, each Option, whether vested or unvested, that has an exercise price per Share that is greater than the Merger Consideration was canceled without the payment of consideration. |
| 14. 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 June 1, 2020 (the "2020 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2020 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 2020 Vesting Commencement Date. |
| 15. The shares subject to the option are fully vested. |
| 16. 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 June 16, 2021 (the "June Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the June Vesting Commencement Date thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the June Vesting Commencement Date. |
| 17. 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. |
| /s/ Richard Eskew | 04/08/2025 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||