| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | AXDX | Common Stock | 18.7M | Aug 15, 2022 | By Jack W. Schuler Living Trust | F1 | |||||
| holding | AXDX | Common Stock | 55K | Aug 15, 2022 | By Spouse | F2 |
| 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 | Disposed to Issuer | -$49.9M | $0 | Aug 15, 2022 | Common Stock | 1.61M | $30.92 | By Jack W. Schuler Living Trust | F1, F3, F4, F5, F6, F7 | |||
| transaction | AXDX | Warrants (right to buy) | Award | +2.47M | 2.47M | Aug 15, 2022 | Common Stock | 2.47M | $2.12 | By Jack W. Schuler Living Trust | F1, F7 |
| 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 (the "Schuler 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 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. |
| F7 | 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. |