Edgar Filing: Accelerate Diagnostics, Inc

Ownership Submission

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

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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(Print or Type Responses)

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)

5661 NORTH CALLE MAYAPAN

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2014

(Street)

TUCSON, AZ 85718

4. If Amendment, Date 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

(City)

(State)

(Zip)

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 ⁽¹⁾	05/02/2014		X		4,000	A	$ 16.8	1,580,792	I	Through MAB, LLC ⁽²⁾

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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Subscription Rights (right to buy)

$ 16.8

05/02/2014

4,000

04/11/2014

04/28/2014

Common Stock

4,000

$ 0

Through MAB, LLC ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Mehren Lawrence 5661 NORTH CALLE MAYAPAN TUCSON, AZ 85718	X		PRESIDENT AND CEO

Signatures

/s/ David Hinnant, attorney-in-fact		05/02/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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 MAB, LLC in connection with a rights offering conducted by Accelerate Diagnostics, Inc. (the "Company") pursuant to a Registration Statement on Form S-3/A and Prospectus dated as of April 7, 2014. Under the terms of the rights offering, each stockholder of the Company as of March 14, 2014 (the record date for the offering) was distributed 0.063921 non-transferable subscription rights for each share of the Company's common stock owned by such stockholder as of the record date. Each whole subscription right entitled the holder thereof to purchase one share of common stock at a subscription price of $16.80 per share. The terms of the rights offering also permitted participating stockholders to over-subscribe for additional shares of common stock, subject to certain conditions and limitations.
(2)	Reflects 1,580,792 shares held by MAB, LLC, of which the reporting person is manager and in that capacity has sole voting and dispositive power with respect to the shares held by it in connection with the transactions reported herein. 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)	Reflects 4,000 shares held by MAB, LLC, of which the reporting person is manager and in that capacity has sole voting and dispositive power with respect to the shares held by it in connection with the transactions reported herein. 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.

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