| 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 | ||||||
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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 | (1) | 04/08/2025 | D | 922 | (2) | (2) | Common Stock | 922 | (3)(4) | 0 | D | ||||
| Restricted Stock Units | (1) | 04/08/2025 | D | 2,659 | (5) | (5) | Common Stock | 2,659 | (3)(4) | 0 | D | ||||
| Restricted Stock Units | (1) | 04/08/2025 | D | 14,060 | (6) | (6) | Common Stock | 14,060 | (3)(4) | 0 | D | ||||
| Restricted Stock Units | (1) | 04/08/2025 | D | 9,196 | (7) | (7) | Common Stock | 9,196 | (3)(4) | 0 | D | ||||
| Restricted Stock Units | (1) | 04/08/2025 | D | 35,021 | (8) | (8) | Common Stock | 35,021 | (3)(4) | 0 | D | ||||
| Stock Option (Right to Buy) | $9.6 | 04/08/2025 | D | 20,000 | (9) | 06/24/2029 | Common Stock | 20,000 | (10) | 0 | D | ||||
| Stock Option (Right to Buy) | $17.5 | 04/08/2025 | D | 8,600 | (11) | 06/19/2030 | Common Stock | 8,600 | (10) | 0 | D | ||||
| Explanation of Responses: |
| 1. 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. |
| 2. The shares subject to this RSU shall vest at a rate of twenty-five percent of the total number of shares on each quarterly anniversary of March 1, 2021 (the "Vesting Commencement Date") for so long as the recipient of the RSU provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the one-year anniversary of the Vesting Commencement Date. Notwithstanding the forgoing, any shares that vest according to the preceding sentence, shall not be released to the Reporting Person until the earlier of (i) January 30, 2026, at which point 1/3rd of the vested shares shall be released on such date and each one year anniversary of such date or (ii) such date that the Issuer consummates a transaction or series of transactions constituting a Change in Control (as defined in the Issuer's 2020 Equity Incentive Plan) that is a Section 409A Change in Control (as defined in the Issuer's 2020 Equity Incentive Plan). |
| 3. 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"). |
| 4. 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. |
| 5. The shares subject to the RSU will vest on the earlier of (i) the date of the following annual meeting of the Issuer's stockholders or (ii) the one year anniversary measured from the date of grant. Notwithstanding the foregoing, any shares that vest according to the preceding sentence, shall not be released to the Reporting Person until the earlier of (i) January 30th of the calendar year following the Reporting Person's separation of service from the Issuer's Board at which point the vested shares shall be released on such date in a lump sum, or (ii) such date that the Issuer consummates a transaction or series of transactions constituting a Change in Control (as defined in the Issuer's 2020 Equity Incentive Plan (the "Plan") that is a Section 409A Change in Control (as defined in the Plan). |
| 6. The shares subject to the RSU will vest on the earlier of (i) the date of the following annual meeting of the Issuer's stockholders (or the date immediately prior to the next annual meeting of the Issuer's stockholders if the Reporting Person's service as a director ends at such meeting due to the Reporting Person's failure to be re-elected or the director not standing for re-election) or (ii) the one year anniversary measured from the date of grant, each subject to continued service as a director through each applicable vesting date. |
| 7. The shares subject to the RSU will vest on the earlier of (i) the date of the following annual meeting of the Issuer's stockholders (or the date immediately prior to the next annual meeting of the Issuer's stockholders if the Reporting Person's service as a director ends at such meeting due to the Reporting Person's failure to be re-elected or the director not standing for re-election) or (ii) August 8, 2024 (the one year anniversary of the 2023 annual meeting date), subject to continued service as a director through each applicable vesting date. The Reporting Person also elected to defer distribution of vested shares until January 30th of the calendar year following the Reporting Person's separation from service (as defined in 1.409A-1(h)) as a member of the Board for any reason, at which point the vested shares shall be released in a single lump sum. |
| 8. The shares subject to the RSU will vest on the earlier of (i) the date of the following annual meeting of the Issuer's stockholders (or the date immediately prior to the next annual meeting of the Issuer's stockholders if the Reporting Person's service as a director ends at such meeting due to the Reporting Person's failure to be re-elected or the director not standing for re-election) or (ii) August 6, 2025 (the one year anniversary of the 2024 annual meeting date), subject to continued service as a director through each applicable vesting date. The Reporting Person also elected to defer distribution of vested shares until January 30th of the calendar year following the Reporting Person's separation from service (as defined in 1.409A-1(h)) as a member of the Board for any reason, at which point the vested shares shall be released in a single lump sum. |
| 9. 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 25, 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 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 June 2019 Vesting Commencement Date. |
| 10. Pursuant to the Merger Agreement, at the Effective Time, each stock 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. |
| 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 June 20, 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. |
| /s/ Richard Eskew, Attorney-in-Fact | 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. | ||