Form Type: 4

SEC EDGAR Link
Accession Number:0001127602-22-025997
Date:2022-11-16
Issuer: ACCOLADE, INC. (ACCD)
Original Submission Date:

Reporting Person:

HILTON MICHAEL W
C/O ACCOLADE, INC.
SEATTLE, WA 98101

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2022-11-17 S 85 d $8.59 129,253 direct
COMMON STOCK 2022-11-16 M 332 a $0.00 129,338 direct
COMMON STOCK 2022-11-16 0 $0.00 195,042 indirect f3
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNITS 0.0 2022-11-16 deemed execution date M 332 (d) common stock 332 $0.00 10,282 direct
Footnotes
IDfootnote
f1 the sale reported on this form 4 represents shares sold by the reporting person to cover tax withholding obligations in connection with the vesting and settlement of rsus. the sale was to satisfy tax withholding obligations to be funded by a "mandatory sell to cover" transaction and does not represent a discretionary transaction by the reporting person.
f2 the reporting person was granted restricted stock units ("rsus"), which represent a contingent right to receive one share of common stock for each rsu. 25% of the rsus vested on june 16, 2022, and additional rsus will vest monthly thereafter 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.
f3 the reporting person is a trustee of the hilton family trust and has voting and investment power with respect to the securities held by the hilton family trust.
f4 each rsu represents a contingent right to receive one share of the issuer's common stock.
f5 the shares subject to this rsu 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 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 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 2021 vesting commencement date.

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