4//SEC Filing
Madden James C. 4
Accession 0000898432-20-000645
CIK 0001481646other
Filed
Jul 7, 8:00 PM ET
Accepted
Jul 8, 6:57 PM ET
Size
20.4 KB
Accession
0000898432-20-000645
Insider Transaction Report
Form 4
Accolade, Inc.ACCD
Madden James C.
Director10% Owner
Transactions
- Conversion
Warrants
2020-07-07−101,600→ 0 total(indirect: See Footnote)→ Common Stock - Conversion
Series C Preferred Stock
2020-07-07−4,784→ 0 total(indirect: By Trust)→ Common Stock - Conversion
Common Stock
2020-07-07+3,530,996→ 3,630,996 total(indirect: See Footnotes) - Conversion
Series D Preferred Stock
2020-07-07−1,424,360→ 0 total(indirect: See Footnote)→ Common Stock - Conversion
Series B Preferred Stock
2020-07-07−12,946→ 0 total(indirect: By Trust)→ Common Stock - Conversion
Series E Preferred Stock
2020-07-07−419,076→ 0 total(indirect: See Footnote)→ Common Stock
Footnotes (8)
- [F1]The shares of the Issuer's Common Stock ("Common Stock") are held of record as follows: (i) 122,718 shares held of record by the James C Madden V. Living Trust (the "Trust") of which the reporting person is the trustee, (ii) 341,153 shares held of record by Carrick Capital Associates Fund, L.P. ("CCAF"), (iii) 116,560 shares held of record by Carrick Capital Founders Fund, L.P. ("CCFF"), (iv) 2,075,349 shares held of record by Carrick Capital Partners, L.P. ("CCP"), (v) 487,608 shares held of record by Carrick Capital Partners II Co-Investment Fund, L.P. ("CIF") and (vi) 487,608 shares held of record by Carrick Capital Partners II Co-Investment Fund II, L.P. ("CIFII").
- [F2]Carrick Management Partners, LLC ("CMP" and, together with CCAF, CCFF and CCP, the "CMP Group") is the general partner of each of CCAF, CCFF and CCP. Carrick Management Partners II, LLC ("CMPII" and, together with CIF and CIFII, the "CMPII Group") is the general partner of each of CIF and CIFII. CMP and CMPII may be deemed to have voting, investment and dispositive power with respect to the securities held by the CMP Group and the CMPII Group, respectively.
- [F3]The reporting person is a member of the Issuer's board of directors and is a managing member of both CMP and CMPII. The reporting person may be deemed to share voting, investment and dispositive power with respect to the shares of Common Stock held by the CMP Group and the CMPII Group. The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interests therein.
- [F4]Effective upon the closing of the Issuer's initial public offering (the "IPO"), each share of the Issuer's Series B Preferred Stock (the "Series B Preferred") held by the Trust automatically converted into approximately 1.1898 shares of Common Stock. No fractional shares were issued as a result of this conversion. Prior to the IPO, the Series B Preferred was convertible at any time into shares of Common Stock at the then-effective conversion rate for no additional consideration in accordance with the Issuer's Seventh Amended and Restated Certificate of Incorporation, as amended to date (the "Charter") and had no expiration date.
- [F5]Effective upon the closing of the IPO, each share of the Issuer's Series C Preferred Stock (the "Series C Preferred") held by the Trust automatically converted into approximately 1.5293 shares of Common Stock. No fractional shares were issued as a result of this conversion. Prior to the IPO, the Series C Preferred was convertible at any time into shares of Common Stock at the then-effective conversion rate for no additional consideration in accordance with the Charter and had no expiration date.
- [F6]Effective upon the closing of the IPO, each share of the Issuer's Series D Preferred Stock (the "Series D Preferred") held by the CMP Group automatically converted into approximately 1.7784 shares of Common Stock. No fractional shares were issued as a result of this conversion. Prior to the IPO, the Series D Preferred was convertible at any time into shares of Common Stock at the then-effective conversion rate for no additional consideration in accordance with the Charter and had no expiration date.
- [F7]Effective upon the closing of the IPO, each share of the Issuer's Series E Preferred Stock (the "Series E Preferred") held by the CMPII Group automatically converted into approximately 2.0846 shares of Common Stock. No fractional shares were issued as a result of this conversion. Prior to the IPO, the Series E Preferred was convertible at any time into shares of Common Stock at the then-effective conversion rate for no additional consideration in accordance with the Charter and had no expiration date.
- [F8]Prior to the IPO, CIF and CIFII each held fully-vested warrants, which would have expired on March 16, 2028, for the purchase of up to 50,800 shares of Common Stock. Upon the closing of the IPO, the warrants were automatically net exercised and surrendered such that the holder of each warrant received 50,798 of shares of Common Stock based on the IPO Price and after deduction of the exercise price, which was $0.0005 per share. No fractional shares were issued as a result of this warrant exercise.
Documents
Issuer
Accolade, Inc.
CIK 0001481646
Entity typeother
Related Parties
1- filerCIK 0001408228
Filing Metadata
- Form type
- 4
- Filed
- Jul 7, 8:00 PM ET
- Accepted
- Jul 8, 6:57 PM ET
- Size
- 20.4 KB