Sec Form 4 Filing - BRONFMAN EDGAR JR @ Accolade, Inc. - 2020-07-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BRONFMAN EDGAR JR 2. Issuer Name and Ticker or Trading Symbol Accolade, Inc. [ ACCD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ACCRETIVE, LLC, 660 MADISON, AVENUE, 12TH FLOOR, SUITE 1215 3. Date of Earliest Transaction (MM/DD/YY) 07/07/2020 (Street) NEW YORK, NY10065 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/07/2020 C 51,420 A 51,420 I By Accretive Care Holding Partnership ( 2 ) Common Stock 07/07/2020 C 38,314 A 89,734 I By Accretive Care Holding Partnership ( 2 ) Common Stock 07/07/2020 C 31,357 A 121,091 I By Accretive Care Holding Partnership ( 2 ) Common Stock 07/07/2020 C 7,869 A 128,960 I By Accretive Care Holding Partnership ( 2 ) Common Stock 07/07/2020 C 1 A 128,961 I By Accretive Care Holding Partnership ( 2 ) Common Stock 07/07/2020 C 426,473 A 426,473 I By Accretive Coinvestment Partners, LLC ( 7 ) Common Stock 07/07/2020 C 360,936 A 787,409 I By Accretive Coinvestment Partners, LLC ( 7 ) Common Stock 07/07/2020 C 273,901 A 1,061,310 I By Accretive Coinvestment Partners, LLC ( 7 ) Common Stock 07/07/2020 C 68,910 A 1,130,220 I By Accretive Coinvestment Partners, LLC ( 7 ) Common Stock 07/07/2020 C 1 A 1,130,221 I By Accretive Coinvestment Partners, LLC ( 7 ) Common Stock 07/07/2020 C 429,344 A 429,344 I By Accretive II Coinvestment, L.P. ( 9 ) Common Stock 07/07/2020 C 319,920 A 749,264 I By Accretive II Coinvestment, L.P. ( 9 ) Common Stock 07/07/2020 C 261,818 A 1,011,082 I By Accretive II Coinvestment, L.P. ( 9 ) Common Stock 07/07/2020 C 65,713 A 1,076,795 I By Accretive II Coinvestment, L.P. ( 9 ) Common Stock 07/07/2020 C 1 A 1,076,796 I By Accretive II Coinvestment, L.P. ( 9 ) Common Stock 07/07/2020 C 1,313,268 A 1,313,268 I By Accretive II, L.P. ( 11 ) Common Stock 07/07/2020 C 978,566 A 2,291,834 I By Accretive II, L.P. ( 11 ) Common Stock 07/07/2020 C 800,845 A 3,092,679 I By Accretive II, L.P. ( 11 ) Common Stock 07/07/2020 C 201,002 A 3,293,681 I By Accretive II, L.P. ( 11 ) Common Stock 07/07/2020 C 2 A 3,293,683 I By Accretive II, L.P. ( 11 ) Common Stock 07/07/2020 C 1,794,034 A 1,794,034 I By Accretive Investors SBIC, LP ( 13 ) Common Stock 07/07/2020 C 1,336,804 A 3,130,838 I By Accretive Investors SBIC, LP ( 13 ) Common Stock 07/07/2020 C 1,094,020 A 4,224,858 I By Accretive Investors SBIC, LP ( 13 ) Common Stock 07/07/2020 C 274,586 A 4,499,444 I By Accretive Investors SBIC, LP ( 13 ) Common Stock 07/07/2020 C 3 A 4,499,447 I By Accretive Investors SBIC, LP ( 13 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Series A-1 Preferred Stock ( 1 ) 07/07/2020 C 45,598 ( 1 ) ( 1 ) Common Stock 51,420 $ 0 0 I By Accretive Care Holding Partnership ( 2 ) Series A-2 Preferred Stock ( 3 ) 07/07/2020 C 32,575 ( 3 ) ( 3 ) Common Stock 38,314 $ 0 0 I By Accretive Care Holding Partnership ( 2 ) Series B Preferred Stock ( 4 ) 07/07/2020 C 26,356 ( 4 ) ( 4 ) Common Stock 31,357 $ 0 0 I By Accretive Care Holding Partnership ( 2 ) Series C Preferred Stock ( 5 ) 07/07/2020 C 5,146 ( 5 ) ( 5 ) Common Stock 7,869 $ 0 0 I By Accretive Care Holding Partnership ( 2 ) Series A-1 Preferred Stock ( 1 ) 07/07/2020 C 378,186 ( 1 ) ( 1 ) Common Stock 426,473 $ 0 0 I By Accretive Coinvestment Partners, LLC ( 7 ) Series A-2 Preferred Stock ( 3 ) 07/07/2020 C 306,871 ( 3 ) ( 3 ) Common Stock 360,936 $ 0 0 I By Accretive Coinvestment Partners, LLC ( 7 ) Series B Preferred Stock ( 4 ) 07/07/2020 C 230,215 ( 4 ) ( 4 ) Common Stock 273,901 $ 0 0 I By Accretive Coinvestment Partners, LLC ( 7 ) Series C Preferred Stock ( 5 ) 07/07/2020 C 45,061 ( 5 ) ( 5 ) Common Stock 68,910 $ 0 0 I By Accretive Coinvestment Partners, LLC ( 7 ) Series A-1 Preferred Stock ( 1 ) 07/07/2020 C 380,732 ( 1 ) ( 1 ) Common Stock 429,344 $ 0 0 I By Accretive II Coinvestment, L.P. ( 9 ) Series A-2 Preferred Stock ( 3 ) 07/07/2020 C 271,999 ( 3 ) ( 3 ) Common Stock 319,920 $ 0 0 I By Accretive II Coinvestment, L.P. ( 9 ) Series B Preferred Stock ( 4 ) 07/07/2020 C 220,059 ( 4 ) ( 4 ) Common Stock 261,818 $ 0 0 I By Accretive II Coinvestment, L.P. ( 9 ) Series C Preferred Stock ( 5 ) 07/07/2020 C 42,970 ( 5 ) ( 5 ) Common Stock 65,713 $ 0 0 I By Accretive II Coinvestment, L.P. ( 9 ) Series A-1 Preferred Stock ( 1 ) 07/07/2020 C 1,164,574 ( 1 ) ( 1 ) Common Stock 1,313,268 $ 0 0 I By Accretive II, L.P. ( 11 ) Series A-2 Preferred Stock ( 3 ) 07/07/2020 C 831,986 ( 3 ) ( 3 ) Common Stock 978,566 $ 0 0 I By Accretive II, L.P. ( 11 ) Series B Preferred Stock ( 4 ) 07/07/2020 C 673,113 ( 4 ) ( 4 ) Common Stock 800,845 $ 0 0 I By Accretive II, L.P. ( 11 ) Series C Preferred Stock ( 5 ) 07/07/2020 C 131,436 ( 5 ) ( 5 ) Common Stock 201,002 $ 0 0 I By Accretive II, L.P. ( 11 ) Series A-1 Preferred Stock ( 1 ) 07/07/2020 C 1,590,905 ( 1 ) ( 1 ) Common Stock 1,794,034 $ 0 0 I By Accretive Investors SBIC, LP ( 13 ) Series A-2 Preferred Stock ( 3 ) 07/07/2020 C 1,136,563 ( 3 ) ( 3 ) Common Stock 1,336,804 $ 0 0 I By Accretive Investors SBIC, LP ( 13 ) Series B Preferred Stock ( 4 ) 07/07/2020 C 919,528 ( 4 ) ( 4 ) Common Stock 1,094,020 $ 0 0 I By Accretive Investors SBIC, LP ( 13 ) Series C Preferred Stock ( 5 ) 07/07/2020 C 179,553 ( 5 ) ( 5 ) Common Stock 274,586 $ 0 0 I By Accretive Investors SBIC, LP ( 13 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BRONFMAN EDGAR JR C/O ACCRETIVE, LLC, 660 MADISON AVENUE, 12TH FLOOR, SUITE 1215 NEW YORK, NY10065 X Signatures /s/ Edgar Bronfman, Jr. 07/08/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series A-1 Preferred Stock automatically converted into shares of Common Stock of the Issuer on a 1:1.127681818 basis immediately upon closing of the Issuer's initial public offering and had no expiration date. ( 2 )The shares reported herein are held of record by Accretive Care Holding Partnership. Accretive II GP, LLC is the general partner of Accretive Care Holding Partnership. The Reporting Person and J. Michael Cline are the managing members of Accretive II GP, LLC, and may be deemed to have shared voting and dispositive power with respect to the shares held by Accretive Care Holding Partnership. The Reporting Person disclaims beneficial ownership of such securities. ( 3 )The Series A-2 Preferred Stock automatically converted into shares of Common Stock of the Issuer on a 1:1.176181818 basis immediately upon closing of the Issuer's initial public offering and had no expiration date. ( 4 )The Series B Preferred Stock automatically converted into shares of Common Stock of the Issuer on a 1:1.18976363636364 basis immediately upon closing of the Issuer's initial public offering and had no expiration date. ( 5 )The Series C Preferred Stock automatically converted into shares of Common Stock of the Issuer on a 1:1.52927954545455 basis immediately upon closing of the Issuer's initial public offering and had no expiration date. ( 6 )Under the terms of the Issuer's Seventh Amended and Restated Certificate of Incorporation, no fractional shares were issued upon the conversion of any share or shares of its Preferred Stock after aggregating all shares owned thereof. This 1 share represents the aggregate total of all fractional shares that Accretive Care Holding Partnership was entitled to receive following the conversion of the Preferred Stock that it held. ( 7 )The shares reported herein are held of record by Accretive Coinvestment Partners, LLC. Accretive Associates I, LLC is the managing member of Accretive Coinvestment Partners, LLC. The Reporting Person and J. Michael Cline are the managing members of Accretive Associates I, LLC, and may be deemed to have shared voting and dispositive power with respect to the shares held by Accretive Coinvestment Partners, LLC. The Reporting Person disclaims beneficial ownership of such securities. ( 8 )Under the terms of the Issuer's Seventh Amended and Restated Certificate of Incorporation, no fractional shares were to be issued upon the conversion of any share or shares of its Preferred Stock after aggregating all shares owned thereof. This 1 share represents that aggregate total of all fractional shares that Accretive Coinvestment Partners, LLC was entitled to receive following the conversion of the Preferred Stock that it held. ( 9 )The shares reported herein are held of record by Accretive II Coinvestment, L.P. Accretive II GP, LLC is the general partner of Accretive II Coinvestment, L.P. The Reporting Person and J. Michael Cline are the managing members of Accretive II GP, LLC, and may be deemed to have shared voting and dispositive power with respect to the shares held by Accretive II Coinvestment, L.P. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. ( 10 )Under the terms of the Issuer's Seventh Amended and Restated Certificate of Incorporation, no fractional shares were issued upon the conversion of any share or shares of its Preferred Stock after aggregating all shares owned thereof. This 1 share represents the aggregate total of all fractional shares that Accretive II Coinvestment, L.P. was entitled to receive following the conversion of the Preferred Stock that it held. ( 11 )The shares reported herein are held of record by Accretive II, L.P. Accretive II GP, LLC is the general partner of Accretive II, L.P. The Reporting Person and J. Michael Cline are the managing members of Accretive II GP, LLC, and may be deemed to have shared voting and dispositive power with respect to the shares held by Accretive II, L.P. The Reporting Person disclaims beneficial ownership of such securities. ( 12 )Under the terms of the Issuer's Seventh Amended and Restated Certificate of Incorporation, no fractional shares were issued upon the conversion of any share or shares of its Preferred Stock after aggregating all shares owned thereof. These 2 shares represent the aggregate total of all fractional shares that Accretive II, L.P. was entitled to receive following the conversion of the Preferred Stock that it held. ( 13 )The shares reported herein are held of record by Accretive Investors SBIC, L.P. Accretive Associates SBIC, LLC is the general partner of Accretive Investors SBIC, L.P. The Reporting Person and J. Michael Cline are the managing members of Accretive Associates SBIC, LLC, and may be deemed to have shared voting and dispositive power with respect to the shares held by Accretive Investors SBIC, L.P. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. ( 14 )Under the terms of the Issuer's Seventh Amended and Restated Certificate of Incorporation, no fractional shares were issued upon the conversion of any share or shares of its Preferred Stock after aggregating all shares owned thereof. These 3 shares represent the aggregate total of all fractional shares that Accretive Investors SBIC, LP was entitled to receive following the conversion of the Preferred Stock that it held.

Remarks: Additional reporting persons are: Accretive II, L.P., Accretive II Coinvestment, L.P., Accretive Care Holding Partnership, Accretive II GP, LLC, Accretive Investors SBIC, L.P., Accretive Associates SBIC, LLC, Accretive Coinvestment Partners, LLC and Accretive Associates I, LLC.

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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