SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Mehren Lawrence

(Last)

(First)

(Middle)

5661 NORTH CALLE MAYAPAN

(Street)

TUCSON

85718

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Accelerate Diagnostics, Inc [ AXDX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT AND CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	03/06/2013		X		7,000,000	A	$1.03	21,000,000	I	Through Abeja Ventures, LLC
Common Stock⁽²⁾	03/06/2013		X		6,428,840	A	$2	27,428,840	I	Through Abeja Ventures, LLC
Common Stock⁽³⁾	03/06/2013		J		13,428,840	D	$0.00	14,000,000	I	Through Abeja Ventures, LLC⁽⁴⁾
Common Stock⁽⁵⁾	03/06/2013		J		14,000,000	D	$0.00	0.00	I	Through Abeja Ventures, LLC⁽⁴⁾
Common Stock⁽⁶⁾	03/06/2013		J		1,576,792	A	$0.00	1,576,792	I	Through MAB, LLC⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants (right to buy)	$1.03	03/06/2013		X			7,000,000	06/26/2012	06/26/2017	Common Stock	7,000,000	$0.00	7,000,000	I	Through Abeja Ventures, LLC
Warrants (right to buy)	$2	03/06/2013		X			6,428,840	06/26/2012	06/26/2017	Common Stock	7,000,000	$0.00	571,160	I	Through Abeja Ventures, LLC
Warrants (right to buy)	$2	03/06/2013		J			571,160	06/26/2012	06/26/2017	Common Stock	7,000,000	$0.00	0	I	Through Abeja Ventures, LLC
Warrants (right to buy)	$2	03/06/2013		J		525,597		06/26/2012	06/26/2017	Common Stock	525,597	$0.00	525,597	I	Through MAB, LLC⁽⁷⁾

Explanation of Responses:

1. Shares issued to Abeja Ventures, LLC upon its full exercise of a warrant to purchase 7,000,000 shares of Accelerate Diagnostics, Inc. common stock at an exercise price of $1.03 per share. Shares were issued directly to the members of Abeja Ventures, LLC on a pro rata basis in accordance with their membership interests.

2. Shares issued to Abeja Ventures, LLC upon its partial exercise of a warrant to purchase 7,000,000 shares of Accelerate Diagnostics, Inc. common stock at an exercise price of $2.00 per share. Shares were issued directly to the members of Abeja Ventures, LLC on a pro rata basis in accordance with their membership interests (with the remaining 571,160 warrant shares being assigned to the members that did not desire to exercise the warrant to the full extent of their membership interest).

3. Reflects distribution in kind to members of Abeja Ventures, LLC in connection with such entity's exercise of the warrants, as described above in notes (1) and (2).

4. 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.

5. Reflects distribution in kind (of remaining shares) to members of Abeja Ventures, LLC on a pro rata basis in accordance with their membership interests.

6. Reflects shares acquired by MAB, LLC, a member of Abeja Ventures, LLC, in connection with the warrant exercises and share distributions described in notes (1), (2), (3) and (5) above. The reporting person is the manager of MAB, LLC and in that capacity has sole voting and dispositive power with respect to the shares held by it. 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.

7. Reflects warrants acquired by MAB, LLC, a member of Abeja Ventures, LLC, in connection with the warrant exercise and partial assignment described in note (2) above.

	/s/ Daniel M. Mahoney, attorney-in-fact	03/08/2013
	** Signature of Reporting Person	Date
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