0001104659-22-088722.txt : 20220810
0001104659-22-088722.hdr.sgml : 20220810
20220810175201
ACCESSION NUMBER: 0001104659-22-088722
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220809
FILED AS OF DATE: 20220810
DATE AS OF CHANGE: 20220810
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: 221152968
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
tm2223133-1_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2022-08-09
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
2022-08-09
4
P
0
9500000
A
Common Stock
307256
49905000
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 $9,500,000 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 $9,500,000 aggregate principal amount of Notes (face value) were acquired by the reporting person in exchange for the forgiveness of a loan in the amount of approximately $6,352,972 (including interest) owed to the reporting person.
/s/ Steven Reichling, attorney-in-fact
2022-08-10