0000899140-15-000151.txt : 20150130 0000899140-15-000151.hdr.sgml : 20150130 20150130170038 ACCESSION NUMBER: 0000899140-15-000151 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150130 DATE AS OF CHANGE: 20150130 GROUP MEMBERS: FEINBERG FAMILY FOUNDATION GROUP MEMBERS: ORACLE ASSOCIATES, LLC GROUP MEMBERS: ORACLE INSTITUTIONAL PARTNERS, L.P. GROUP MEMBERS: ORACLE INVESTMENT MANAGEMENT, INC. GROUP MEMBERS: ORACLE INVESTMENT MANAGEMENT, INC. EMPLOYEES' RETIREMENT PLA GROUP MEMBERS: ORACLE PARTNERS, L.P. GROUP MEMBERS: ORACLE TEN FUND MASTER, L.P. SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36581 FILM NUMBER: 15563828 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FEINBERG LARRY N CENTRAL INDEX KEY: 0000926475 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: C/O ORACLE PARTNERS L P STREET 2: 200 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13G/A 1 f13545727.htm SCHEDULE 13G/A, #2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
SCHEDULE 13G
(Amendment No. 2)
 
Under the Securities Exchange Act of 1934
 
Accelerate Diagnostics, Inc.
(Name of Issuer)
 
Common Stock, $0.001
(Title of Class of Securities)
 
00430H102
(CUSIP Number)
 
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 
☐
Rule 13d-1(b)
  
 
☒
Rule 13d-1(c)
  
 
☐
Rule 13d-1(d)
  
 
The information required in 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 (the “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).
 



 
1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Larry N. Feinberg
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a)  ☐
(b)  ☐
 
3
 
SEC USE ONLY
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH:
 
5
 
SOLE VOTING POWER
 
14,256
6
 
SHARED VOTING POWER
 
5,406,744
7
 
SOLE DISPOSITIVE POWER
 
14,256
8
 
SHARED DISPOSITIVE POWER
 
5,406,744
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,421,000
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 ☐
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
12.2%
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
IN
 
 
 
-2 -
 
1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Oracle Partners, L.P.
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a)  ☐
(b)  ☐
 
3
 
SEC USE ONLY
 
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH:
 
5
 
SOLE VOTING POWER
 
0
6
 
SHARED VOTING POWER
 
4,119,050
7
 
SOLE DISPOSITIVE POWER
 
0
8
 
SHARED DISPOSITIVE POWER
 
4,119,050
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,119,050
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 ☐
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.2%
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
 
 
 
-3 -
 
 
  
1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Oracle Institutional Partners, L.P.
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a)  ☐
(b)  ☐ 
 
3
 
SEC USE ONLY
 
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH:
 
5
 
SOLE VOTING POWER
 
0
6
 
SHARED VOTING POWER
 
676,011
7
 
SOLE DISPOSITIVE POWER
 
0
8
 
SHARED DISPOSITIVE POWER
 
676,011
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
676,011
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 ☐
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.5%
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
 
 
 
-4 -
 
 

1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Oracle Associates, LLC
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a)  ☐
(b)  ☐
 
3
 
SEC USE ONLY
 
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH:
 
5
 
SOLE VOTING POWER
 
0
6
 
SHARED VOTING POWER
 
4,795,061
7
 
SOLE DISPOSITIVE POWER
 
0
8
 
SHARED DISPOSITIVE POWER
 
4,795,061
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,795,061
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 ☐
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
10.8%
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 
 
 
 
 
-5 -
 

 
1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Oracle Ten Fund Master, L.P.
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a)  ☐
(b)  ☐
 
3
 
SEC USE ONLY
 
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH:
 
5
 
SOLE VOTING POWER
 
0
6
 
SHARED VOTING POWER
 
536,144
7
 
SOLE DISPOSITIVE POWER
 
0
8
 
SHARED DISPOSITIVE POWER
 
536,144
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
536,144
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 ☐
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.2%
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 
 
 
-6 -
 
 
 
 
1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Oracle Investment Management, Inc. Employees’ Retirement Plan
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a)  ☐
(b)  ☐
 
3
 
SEC USE ONLY
 
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Connecticut
 
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH:
 
5
 
SOLE VOTING POWER
 
0
6
 
SHARED VOTING POWER
 
63,836
7
 
SOLE DISPOSITIVE POWER
 
0
8
 
SHARED DISPOSITIVE POWER
 
63,836
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
63,836
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 ☐
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.1%
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
EP
 
 
 
 
 
-7 -
 
 

 
1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Oracle Investment Management, Inc.
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a)  ☐
(b)  ☐
 
3
 
SEC USE ONLY
 
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH:
 
5
 
SOLE VOTING POWER
 
0
6
 
SHARED VOTING POWER
 
599,980
7
 
SOLE DISPOSITIVE POWER
 
0
8
 
SHARED DISPOSITIVE POWER
 
599,980
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
599,980
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 ☐
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.3%
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
 
 
 
 
 
-8 -


1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
The Feinberg Family Foundation
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a)  ☐
(b)  ☐
 
3
 
SEC USE ONLY
 
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Connecticut
 
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH:
 
5
 
SOLE VOTING POWER
 
0
6
 
SHARED VOTING POWER
 
11,703
7
 
SOLE DISPOSITIVE POWER
 
0
8
 
SHARED DISPOSITIVE POWER
 
11,703
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,703
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 ☐
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 
 
 
 
-9 -
 
This Amendment No. 2 to Schedule 13G (this “Amendment No. 2”) is being filed with respect to the Common Stock, par value $0.001 (“Common Stock”) of Accelerate Diagnostics, Inc., a Delaware corporation (the “Issuer”), to amend the Schedule 13G filed on March 18, 2013, as previously amended by Amendment No. 1 on February 7, 2014 (as so amended, the “Schedule 13G”), in accordance with the annual amendment requirements. Capitalized terms used but not defined herein have the meaning ascribed thereto in the Schedule 13G.
  
Item 4.                           Ownership:

Item 4 of the Schedule 13G is hereby amended and restated as follows:
 
The percentage of shares owned is based upon 44,609,829 shares of the Issuer’s Common Stock issued and outstanding as of October 27, 2014, as set forth in the Issuer’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the Securities and Exchange Commission on November 4, 2014.
 
The beneficial ownership of the Reporting Persons as of the date of this Amendment No. 2 is set forth below. This filing and any future amendments hereto shall not be considered an admission that any Reporting Person is a beneficial owner of shares beneficially owned by any other Reporting Person named herein.
 
A. Larry N. Feinberg
(a) Amount beneficially owned: 5,421,000
(b) Percent of class: 12.2%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 14,256
(ii) Shared power to vote or direct the vote: 5,406,744
(iii) Sole power to dispose or direct the disposition: 14,256
(iv) Shared power to dispose or direct the disposition: 5,406,744
 
B. Oracle Partners, L.P.
(a) Amount beneficially owned: 4,119,050
(b) Percent of class: 9.2%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 4,119,050
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 4,119,050
 
C. Oracle Institutional Partners, L.P.
(a) Amount beneficially owned: 676,011
(b) Percent of class: 1.5%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 676,011
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 676,011
 
 
 
-10 -
 

D. Oracle Associates, LLC
(a) Amount beneficially owned: 4,795,061
(b) Percent of class: 10.8%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 4,795,061
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 4,795,061
 
E. Oracle Ten Fund Master, L.P.
(a) Amount beneficially owned: 536,144
(b) Percent of class: 1.2%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 536,144
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 536,144
 
F. Oracle Investment Management, Inc. Employees’ Retirement Plan
(a) Amount beneficially owned: 63,836
(b) Percent of class: 0.1%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 63,836
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 63,836
 
G. Oracle Investment Management, Inc.
(a) Amount beneficially owned: 599,980
(b) Percent of class: 1.3%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 599,980
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 599,980
 
H. The Feinberg Family Foundation
(a) Amount beneficially owned: 11,703
(b) Percent of class: 0.0%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 11,703
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 11,703
 
 
-11 -
 
Item 10.                      Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
 
 
 
 
 
 
 
 
-12 -
 
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.
 
Dated:       January 29, 2015
 
 
 
  
 
 
/s/ Larry N. Feinberg                                            
Larry N. Feinberg, Individually
 
 
 
 
 
 
 
ORACLE PARTNERS, L.P.
 
 
 
By:  ORACLE ASSOCIATES, LLC, its general partner
 
 
 
 
By:  /s/ Larry N. Feinberg                                            
        Larry N. Feinberg, Managing Member
 
 
 
 
 
 
ORACLE INSTITUTIONAL PARTNERS, L.P.
 
 
 
By:  ORACLE ASSOCIATES, LLC, its general partner
 
 
 
 
 
By:  /s/ Larry N. Feinberg                                            
        Larry N. Feinberg, Managing Member
 
 
 
 
 
 
 
ORACLE ASSOCIATES, LLC
 
 
 
 
By:  /s/ Larry N. Feinberg                                            
        Larry N. Feinberg, Managing Member
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ORACLE TEN FUND MASTER, L.P.
 
 
 
By:  ORACLE ASSOCIATES, LLC, its general partner
 
 
 
 
By:  /s/ Larry N. Feinberg                                            
        Larry N. Feinberg, Managing Member
 
 
 
 
 
 
 
ORACLE INVESTMENT MANAGEMENT, INC. EMPLOYEES’ RETIREMENT PLAN
 
 
 
 
 
By:  /s/ Aileen Wiate                                                   
        Aileen Wiate, Trustee
 
 
 
 
 
 
 
 
 
ORACLE INVESTMENT MANAGEMENT, INC.
 
 
 
 
 
By:  /s/ Larry N. Feinberg                                            
        Larry N. Feinberg, Managing Member
 
 
 
 
 
 
 
THE FEINBERG FAMILY FOUNDATION
 
 
 
 
By:  /s/ Larry N. Feinberg                                            
        Larry N. Feinberg, Trustee