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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants (right to buy) | $ 1.03 | 03/06/2013 | X | 7,000,000 | 06/26/2012 | 06/26/2017 | Common Stock | 7,000,000 | $ 0 | 7,000,000 | I | Through Abeja Ventures, LLC | |||
| Warrants (right to buy) | $ 2 | 03/06/2013 | X | 6,428,840 | 06/26/2012 | 06/26/2017 | Common Stock | 7,000,000 | $ 0 | 571,160 | I | Through Abeja Ventures, LLC | |||
| Warrants (right to buy) | $ 2 | 03/06/2013 | J | 571,160 | 06/26/2012 | 06/26/2017 | Common Stock | 7,000,000 | $ 0 | 0 | I | Through Abeja Ventures, LLC | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SCHULER JACK W 28161 N. KEITH DRIVE LAKE FOREST, IL 60045 |
X | X | ||
| /s/ Daniel M. Mahoney, attorney-in-fact | 03/08/2013 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Shares issued to Abeja Ventures, LLC upon its full exercise of a warrant to purchase 7,000,000 shares of Accelerate Diagnostics, Inc. common stock at an exercise price of $1.03 per share. Shares were issued directly to the members of Abeja Ventures, LLC on a pro rata basis in accordance with their membership interests. |
| (2) | Shares issued to Abeja Ventures, LLC upon its partial exercise of a warrant to purchase 7,000,000 shares of Accelerate Diagnostics, Inc. common stock at an exercise price of $2.00 per share. Shares were issued directly to the members of Abeja Ventures, LLC on a pro rata basis in accordance with their membership interests (with the remaining 571,160 warrant shares being assigned to the members that did not desire to exercise the warrant to the full extent of their membership interest). |
| (3) | Reflects distribution in kind to members of Abeja Ventures, LLC in connection with such entity's exercise of the warrants, as described above in notes (1) and (2). |
| (4) | 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. |
| (5) | Reflects distribution in kind (of remaining shares) to members of Abeja Ventures, LLC on a pro rata basis in accordance with their membership interests. |
| (6) | Reflects 600,000 shares held by Schuler Grandchildren LLC (Mr. Schuler has sole voting and dispositive power with respect to such shares in his capacity as manager of the entity); 600,000 shares held by Schuler GC 2010 Continuation Trust (Mr. Schuler has shared voting and dispositive power with respect to such shares in his capacity as the grantor of the trust); and 6,843,004 shares held by the Jack W. Schuler Living Trust (Mr. Schuler has sole voting and dispositive power with respect to such shares in his capacity as trustee of the trust). Such shares were acquired by such entities in connection with the warrant exercises and share distributions described in notes (1), (2), (3) and (5) above. |
| (7) | 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. |