0001104659-22-073645.txt : 20220622 0001104659-22-073645.hdr.sgml : 20220622 20220622211648 ACCESSION NUMBER: 0001104659-22-073645 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220617 FILED AS OF DATE: 20220622 DATE AS OF CHANGE: 20220622 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHULER JACK W CENTRAL INDEX KEY: 0001021412 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31822 FILM NUMBER: 221033420 MAIL ADDRESS: STREET 1: 100 N. FIELD DRIVE STREET 2: SUITE 360 CITY: LAKE FOREST STATE: IL ZIP: 60045 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Accelerate Diagnostics, Inc CENTRAL INDEX KEY: 0000727207 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 841072256 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3950 S. COUNTRY CLUB ROAD #470 STREET 2: BUILDING 3-307 CITY: TUCSON STATE: AZ ZIP: 85714 BUSINESS PHONE: 303-863-8088 MAIL ADDRESS: STREET 1: 3950 S. COUNTRY CLUB ROAD #470 STREET 2: BUILDING 3-307 CITY: TUCSON STATE: AZ ZIP: 85714 FORMER COMPANY: FORMER CONFORMED NAME: ACCELR8 TECHNOLOGY CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: HYDRO SEEK INC DATE OF NAME CHANGE: 19880802 4 1 tm2219229d1_4.xml OWNERSHIP DOCUMENT X0306 4 2022-06-17 0 0000727207 Accelerate Diagnostics, Inc AXDX 0001021412 SCHULER JACK W C/O ACCELERATE DIAGNOSTICS, INC. 3950 S. COUNTRY CLUB ROAD, SUITE 470 TUCSON AZ 85714 1 0 1 0 Common Stock 18737047 I By Jack W. Schuler Living Trust Common Stock 54975 I By Spouse 2.50% Convertible Senior Notes due 2023 30.92 2022-06-17 4 P 0 1750000 1172500 A Common Stock 56599 1750000 I By Jack W. Schuler Living Trust The reporting person has sole voting and dispositive power with respect to such shares in his capacity as trustee of the Jack W. Schuler Living Trust. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. The initial conversion rate of 32.3428 per $1,000 principal amount of Accelerate Diagnostics, Inc.'s (the "Issuer") 2.50% Convertible Senior Notes due 2023 (the "Notes") is equivalent to an initial conversion price of approximately $30.92 per share of the Issuer's common stock. The initial conversion rate is subject to adjustment upon the occurrence of certain customary events in accordance with the terms of an indenture governing the Notes. Holders of the Notes have the option to convert the Notes in multiples of $1,000 principal amount at any time prior to December 15, 2022, but only in the following circumstances: (i) if the Issuer's stock price exceeds 130% of the conversion price for 20 of the last 30 trading days of any calendar quarter after June 30, 2018; (ii) during the 5 business day period after any 5 consecutive trading day period in which the Notes' trading price is less than 98% of the product of the common stock price times the conversion rate; or (iii) the occurrence of certain corporate events, such as a change of control, merger or liquidation. At any time on or after December 15, 2022, a holder may convert its Notes in multiples of $1,000 principal amount at the option of the holder regardless of the foregoing circumstances. The Notes mature on March 15, 2023, subject to earlier repurchase or conversion in accordance with their terms. Upon conversion of the Notes, the Issuer will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Issuer's election. This number represents the number of shares of common stock issuable upon conversion of the $1,750,000 aggregate principal amount of Notes (face value) purchased by the reporting person if the Issuer elects to settle its conversion obligation solely through shares of common stock by delivering a number of shares of common stock at the initial conversion rate of 32.3428 shares of common stock per $1,000 principal amount of the Notes and cash in lieu of fractional shares of common stock. The purchase price reflects the discount at which the $1,750,000 aggregate principal amount of Notes (face value) were purchased by the reporting person. /s/ Steven Reichling, attorney-in-fact 2022-06-22