Jack W. Schuler - Aug 9, 2022 Form 4 Insider Report for Accelerate Diagnostics, Inc (AXDX)

Signature
/s/ Steven Reichling, attorney-in-fact
Stock symbol
AXDX
Transactions as of
Aug 9, 2022
Transactions value $
$9,500,000
Form type
4
Date filed
8/10/2022, 05:52 PM
Previous filing
Aug 9, 2022
Next filing
Aug 16, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding AXDX Common Stock 18.7M Aug 9, 2022 By Jack W. Schuler Living Trust F1
holding AXDX Common Stock 55K Aug 9, 2022 By Spouse F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction AXDX 2.50% Convertible Senior Notes due 2023 Purchase $9.5M $49.9M Aug 9, 2022 Common Stock 307K $30.92 By Jack W. Schuler Living Trust F1, F3, F4, F5, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.
F5 The Notes mature on March 15, 2023, subject to earlier repurchase or conversion in accordance with their terms.
F6 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.
F7 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.