0001104659-19-064392.txt : 20191114
0001104659-19-064392.hdr.sgml : 20191114
20191114181730
ACCESSION NUMBER: 0001104659-19-064392
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191112
FILED AS OF DATE: 20191114
DATE AS OF CHANGE: 20191114
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: 191221926
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
tm1922844d1_4.xml
OWNERSHIP DOCUMENT
X0306
4
2019-11-12
0
0000727207
Accelerate Diagnostics, Inc
AXDX
0001021412
SCHULER JACK W
28161 N. KEITH DRIVE
LAKE FOREST
IL
60045
1
0
1
0
Common Stock
2019-11-12
4
J
0
5000
15.32
A
2162023
I
By Schuler Family Foundation
Common Stock
13340028
I
By Jack W. Schuler Living Trust
2.50% Convertible Senior Notes due 2023
30.92
2019-11-12
4
J
0
2000000
1506194
A
Common Stock
64685
42000000
I
By Schuler Family Foundation
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $15.18 to $15.50, inclusive. The reporting person undertakes to provide to Accelerate Diagnostics, Inc. (the "Issuer"), any shareholder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote (1) to this Form 4.
The reporting person disclaims beneficial ownership of the shares of the Issuer owned by the Schuler Family Foundation (the "Foundation"). Although the reporting person is the President of the Foundation and makes investment decisions regarding the Foundation's securities transactions, by virtue of the Foundation's status as a 501(c)(3) tax-exempt organization, the reporting person may not, and in fact, does not personally derive any profit from the Foundation's transactions in the Issuer's securities. As a result, this Form 4 is a voluntary report with respect to these purchases of the Issuer's securities by the Foundation.
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 the Issuer's 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 Notes being 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.
Includes $30 million aggregate principal amount of the Notes purchased by the Foundation in March 2018 and an additional $10 million aggregate principal amount of the Notes purchased by the Foundation in May 2019.
/s/ Steve Reichling, attorney-in-fact
2019-11-14