4//SEC Filing
Kent Cindy 4
Accession 0001415889-25-010347
CIK 0001481646other
Filed
Apr 7, 8:00 PM ET
Accepted
Apr 8, 10:36 AM ET
Size
16.8 KB
Accession
0001415889-25-010347
Insider Transaction Report
Form 4
Accolade, Inc.ACCD
Kent Cindy
Director
Transactions
- Disposition to Issuer
Common Stock
2025-04-08$7.03/sh−1,360$9,561→ 0 total(indirect: By Trust) - Disposition to Issuer
Restricted Stock Units
2025-04-08−2,659→ 0 total→ Common Stock (2,659 underlying) - Disposition to Issuer
Restricted Stock Units
2025-04-08−35,021→ 0 total→ Common Stock (35,021 underlying) - Disposition to Issuer
Restricted Stock Units
2025-04-08−12,654→ 0 total→ Common Stock (12,654 underlying) - Disposition to Issuer
Common Stock
2025-04-08$7.03/sh−10,602$74,532→ 0 total
Footnotes (7)
- [F1]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").
- [F2]The Reporting Person is trustee of the Cindy R. Smith Kent Legacy Trust.
- [F3]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.
- [F4]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).
- [F5]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.
- [F6]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.
- [F7]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.
Documents
Issuer
Accolade, Inc.
CIK 0001481646
Entity typeother
Related Parties
1- filerCIK 0001755046
Filing Metadata
- Form type
- 4
- Filed
- Apr 7, 8:00 PM ET
- Accepted
- Apr 8, 10:36 AM ET
- Size
- 16.8 KB