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Form 4 Accelerate Diagnostics, For: Aug 15 Filed by: SCHULER JACK W

August 16, 2022 9:58 PM EDT

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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 *
SCHULER JACK W

(Last) (First) (Middle)
C/O ACCELERATE DIAGNOSTICS, INC.
3950 S. COUNTRY CLUB ROAD, SUITE 470

(Street)
TUCSON AZ 85714

(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2022
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)
Code V Amount (A) or (D) Price
Common Stock               18,737,047 I By Jack W. Schuler Living Trust (1)
Common Stock               54,975 I By Spouse (2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2.50% Convertible Senior Notes due 2023 $ 30.92 (3) 08/15/2022   D     $ 49,905,000   (4)   (5) Common Stock 1,614,065 (6) (7) $ 0 I By Jack W. Schuler Living Trust (1)
Warrants (right to buy) $ 2.12 08/15/2022   A   2,471,710   02/15/2023 08/15/2029 Common Stock 2,471,710 (7) 2,471,710 I By Jack W. Schuler Living Trust (1)
Explanation of Responses:
1. 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 "Schuler Trust").
2. 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.
3. 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.
4. 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.
5. The Notes mature on March 15, 2023, subject to earlier repurchase or conversion in accordance with their terms.
6. 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 that were issuable upon conversion of the $49,905,000 aggregate principal amount of Notes (face value) exchanged by the reporting person pursuant to the Exchange (as defined below) if the Issuer had elected 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.
7. On August 15, 2022, the Issuer entered into an exchange agreement with the Schuler Trust pursuant to which the Schuler Trust exchanged with the Issuer (the "Exchange") $49,905,000 in aggregate principal amount of Notes (face value) held by it for (a) a secured promissory note in an aggregate principal amount of $34,933,500 and (b) a warrant to acquire up to 2,471,710 shares the Issuer's common stock at an exercise price of $2.12 per share.
/s/ Steven Reichling, attorney-in-fact 08/16/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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