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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
ACCOLADE, INC. (Name of Issuer) |
Common Stock, par value $.0001 (Title of Class of Securities) |
00437E102 (CUSIP Number) |
David J. Snyderman 1603 Orrington Avenue, 13th Floor Evanston, IL, 60201 847-905-4400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/08/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 00437E102 |
| 1 |
Name of reporting person
Magnetar Financial LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13D
|
| CUSIP No. | 00437E102 |
| 1 |
Name of reporting person
Magnetar Capital Partners LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
|
| CUSIP No. | 00437E102 |
| 1 |
Name of reporting person
Supernova Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
|
| CUSIP No. | 00437E102 |
| 1 |
Name of reporting person
David J. Snyderman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $.0001 |
| (b) | Name of Issuer:
ACCOLADE, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
1201 Third Avenue, Suite 1700, Seattle,
WASHINGTON
, 98101. |
| Item 2. | Identity and Background |
| (a) | This Amendment No. 1 ("Amendment No. 1") relates to the Statement of Beneficial Ownership on Schedule 13D filed jointly by Magnetar Financial LLC, a Delaware limited liability company ("Magnetar Financial"), Magnetar Capital Partners LP, a Delaware limited partnership ("Magnetar Capital Partners"), Supernova Management LLC, a Delaware limited liability company ("Supernova Management"), and David J. Snyderman ("Mr. Snyderman") with the SEC on April 10, 2025, (as amended by this Amendment No. 1, the "Schedule 13D"). This Amendment No. 1 is being filed to report that the Reporting Persons are no longer beneficial owners of more than 5% of the Shares. The filing of this Amendment No. 1 represents the final amendment to this Schedule 13D and constitutes an exit filing for the Reporting Persons.
Except as set forth below, all Items of the Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. |
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended to add the following information for updating:
Since the filing of Schedule 13D on January 21, 2025, on April 8, 2025 ("Effective Date"), the Issuer consummated a merger (the "Merger") pursuant to which each Share of Issuer's common stock outstanding immediately prior to the Effective Date was cancelled and converted into the right to receive $7.03 in cash, without interest. In connection with the Merger, the Reporting Persons' Shares, which consisted of 5,793,914 Shares sold for the benefit of (i) 3,482,990 Shares sold for the benefit of PRA Master Fund and (ii) 1,483,761 Shares sold for the benefit of Systematic Master Fund, and (iii) 355,329 Shares sold for the benefit of Relative Value Master Fund, and (iv) 471,834 Shares sold for the benefit of the Managed Accounts, were cancelled and converted into the right to receive $7.03 in cash, without interest. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a)-(c) and (e) of the Schedule 13D is hereby amended to add the following information for updating:
As of the closing of the Merger on April 8, 2025, each of the Reporting Persons may have been deemed to have beneficial ownership of 0 Shares. |
| (b) | As of the closing of the Merger on April 8, 2025, each of the Reporting Persons may have been deemed to share the power to vote and direct the disposition of 0 Shares, which represented beneficial ownership of 0% of the Shares. |
| (c) | The response to Item 4 of this Amendment No. 1 is incorporated herein by reference. The Reporting Persons purchased additional 658,243 Shares in aggregate totaling $4,550,649.50 (excluding commissions and other execution-related costs) on behalf of the Funds since the filing of the Schedule 13D on January 21, 2025. |
| (d) | As of April 8, 2025, the Reporting Persons ceased to be beneficial owners of more than five percent of the Shares. |
| (e) | N/A |
| Item 7. | Material to be Filed as Exhibits. |
99.1 Joint Filing Agreement, dated as of April 8, 2025, among the Reporting Persons.
99.2 Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons on April 8, 2025. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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