Accelerate Diagnostics, Inc.
Accelerate Diagnostics, Inc (Form: 4, Received: 08/18/2017 18:49:35)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Mehren Lawrence
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                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
PRESIDENT AND CEO
(Last)          (First)          (Middle)

C/O ACCELERATE DIAGNOSTICS, INC., 3950 S. COUNTRY CLUB ROAD, SUITE 470
3. Date of Earliest Transaction (MM/DD/YYYY)

8/17/2017
(Street)

TUCSON, AZ 85714
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   8/17/2017     S (1)    223215   D $22.40   (1) 762381   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Employee Stock Option (right to buy)   $12.49                    3/18/2017   3/18/2026   Common Stock     (2)   10408   D    
Employee Stock Option (right to buy)   $12.49                      (3) 3/18/2026   Common Stock     (2)   60000   D    
Employee Stock Option (right to buy)   $14.92                    2/26/2015   2/26/2024   Common Stock     (2)   52132   D    
Employee Stock Option (right to buy)   $1.04                      (4) 4/20/2022   Common Stock     (2)   2200000   D    

Explanation of Responses:
(1)  The reporting person contributed AXDX common stock to an exchange fund in exchange for shares of the exchange fund. The AXDX common stock was valued at $22.40 per share for the purposes of determining the number of shares of the exchange fund issuable to the reporting person. The shares were contributed pursuant to a Rule 10b5-1 plan entered into by the reporting person.
(2)  No transaction is being reported at this time. This line is only reporting holdings as of the date hereof.
(3)  The options vest in five (5) equal annual installments on each annivesary of the date of grant beginning on March 18, 2017.
(4)  580,000 shares vested immediately upon the date of grant (April 20, 2012); 825,000 shares will vest as follows: 40% (330,000 shares) will vest on the second anniversary of the date of grant, and the remaining 60% (495,000 shares) will vest in 36 equal monthly installments (13,750 shares per month) over the subsequent 36 months; and 795,000 shares will vest as follows (provided that both criteria must be satisfied): (i) 40% (318,000 shares) will vest on the second anniversary of the date of grant, and the remaining 60% (477,000 shares) will vest in 36 equal monthly installments (13,250 shares per month) over the subsequent 36 months, and (ii) 50% (397,500 shares) will vest when at least 50% of the warrants initially issued to Abeja have been exercised by the holder(s) thereof, and the remaining 50% (397,500 shares) will vest when at least 90% of such warrants have been exercised by the holder(s) thereof.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Mehren Lawrence
C/O ACCELERATE DIAGNOSTICS, INC.
3950 S. COUNTRY CLUB ROAD, SUITE 470
TUCSON, AZ 85714
X
PRESIDENT AND CEO

Signatures
/s/ David Hinnant, attorney-in-fact 8/18/2017
** 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).
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