Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Amendment No. 6*
Under the Securities Exchange Act of 1934
Accelerate Diagnostics, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
69404D108
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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☒
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures
provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Larry N. Feinberg
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
150,834
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6
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SHARED VOTING POWER
4,545,818*
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7
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SOLE DISPOSITIVE POWER
150,834
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8
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SHARED DISPOSITIVE POWER
4,545,818*
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9
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AGGREGATE AMOUNT BEN
EFICIALLY OWNED BY EACH REPORTING PERSON
4,696,652*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.59%**
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12
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TYPE OF REPORTING PERSON (See Instructions)
IN
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* Includes 483,500 shares of common stock underlying call options that are currently exercisable.
** Calculated based on a total of 54,644,960 shares of common stock outstanding as of November 5, 2019, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on November 8, 2019 (the “Quarterly Report”).
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
3,297,387*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
3,297,387*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,297,387*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.03%**
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12
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TYPE OF REPORTING PERSON (See Instructions)
PN
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* Includes 359,000 shares of common stock underlying call options that are currently exercisable.
** Calculated based on a total of 54,644,960 shares of common stock outstanding as of November 5, 2019, as reported by the Issuer in its Quarterly Report.
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Institutional Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
459,731*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
459,731*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
459,731*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.84%**
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12
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TYPE OF REPORTING PERSON (See Instructions)
PN
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* Includes 48,500 shares of common stock underlying call options that are currently exercisable.
** Calculated based on a total of 54,644,960 shares of common stock outstanding as of November 5, 2019, as reported by the Issuer in its Quarterly Report.
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Ten Fund, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
673,400*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
673,400*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
673,400*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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|||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.23%**
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|||
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12
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TYPE OF REPORTING PERSON (See Instructions)
PN
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\
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* Includes 76,000 shares of common stock underlying call options that are currently exercisable.
** Calculated based on a total of 54,644,960 shares of common stock outstanding as of November 5, 2019, as reported by the Issuer in its Quarterly Report.
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Investment Management Employees Retirement Fund
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
93,000
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
93,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,000
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.17%*
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12
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<
td style="BORDER-RIGHT: #000000 2px solid; WIDTH: 92.76%; VERTICAL-ALIGN: top; BORDER-BOTTOM: #000000 2px solid" colspan="4">
||||
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\
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*
Calculated based on a total of 54,644,960 shares of common stock outstanding as of November 5, 2019, as reported by the Issuer
in its Quarterly Report.
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Feinberg Family Foundation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
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||||
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3
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SEC USE ONLY
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
|
||||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
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SOLE VOTING POWER
0
|
|||
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6
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SHARED VOTING POWER
22,300
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||||
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7
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SOLE DISPOSITIVE POWER
0
|
||||
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8
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SHARED DISPOSITIVE POWER
22,300
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,300
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||||
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.04%*
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12
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TYPE OF REPORTING PERSON (See Instructions)
OO
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\
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*
Calculated based on a total of 54,644,960 shares of common stock outstanding as of November 5, 2019, as reported by the Issuer
in its Quarterly Report.
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Associates, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
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6
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SHARED VOTING POWER
4,430,518*
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|
7
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SOLE DISPOSITIVE POWER
0
|
||
|
8
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SHARED DISPOSITIVE POWER
4,430,518*
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|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,430,518*
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.11%**
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12
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TYPE OF REPORTING PERSON (See Instructions)
PN
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* Includes 483,500 shares of common stock underlying call options that are currently exercisable.
** Calculated based on a total of 54,644,960 shares of common stock outstanding as of November 5, 2019, as reported by the Issuer in its Quarterly Report.
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Investment Management, Inc.
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|||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
|
|||
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3
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SEC USE ONLY
|
|||
|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
4,523,518*
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
4,523,518
*
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,523,518*
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
|||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.28%**
|
|||
|
12
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TYPE OF REPORTING PERSON (See Instructions)
CO
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|||
|
\
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* Includes 483,500 shares of common stock underlying call options that are currently exercisable.
** Calculated based on a total of 54,644,960 shares of common stock outstanding as of November 5, 2019, as reported by the Issuer in its Quarterly Report.
This
Amendment No. 6 to Schedule 13G (this “Amendment
No. 6”) is being filed with respect to the Common Stock, par value $.001 (“Common
Stock”) of Accelerate Diagnostics, Inc., a Delaware corporation (the “Issuer”),
to amend the Schedule 13G filed on March 18, 2013, as previously amended by Amendment No. 1, filed on February 7, 2014, by
Amendment No. 2, filed on January 30, 2015, by Amendment No. 3, filed on February 6, 2017, by Amendment No. 4, filed on
February 6, 2018 and by Amendment No. 5, filed on February 6, 2019 (as so amended, the “Schedule
13G”), in accordance with the annual amendment requirements. This Amendment No. 6 is being filed on behalf
of Oracle Partners, LP, a Delaware limited partnership (“Oracle
Partners”), Oracle Ten Fund, LP, a Delaware limited partnership (“Oracle
Ten Fund”), Oracle Institutional Partners, LP, a Delaware limited partnership (“Institutional
Partners” and, collectively with Oracle Partners and Oracle Ten Fund, the “Oracle
Partnerships”), Oracle Investment Management, Inc. Employees’ Retirement Plan, an employee benefit
plan organized in Connecticut (the “Retirement
Plan”), Oracle Associates, LLC, a Delaware limited liability company and the general partner of the Oracle
Partnerships (“Oracle
Associates”), Oracle Investment Management, Inc., a Delaware corporation and the investment manager to the
Oracle Partnerships and the plan administrator to the Retirement Plan (the “Investment
Manager”), The Feinberg Family Foundation, a foundation organized in Connecticut (the “Foundation”),
and Larry N. Feinberg, the managing member of Oracle Associates, the sole shareholder, director and president of the
Investment Manager and the trustee of the Foundation (each of the foregoing, a “Reporting
Person” and collectively, the “Reporting
Persons”). Capitalized terms used but not defined herein have the meaning ascribed thereto in the Schedule
13G.
Item 4. Ownership:
Item 4 of the Schedule 13G is hereby amended and restated as follows:
A. Larry N. Feinberg
(a) Amount beneficially owned: 4,696,652
(b) Percent of class: 8.59%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 150,834
(ii) Shared power to vote or direct the vote: 4,545,818
(iii) Sole power to dispose or direct the disposition: 150,834
(iv) Shared power to dispose or direct the disposition: 4,545,818
B. Oracle Partners
(a) Amount beneficially owned: 3,297,387
(b) Percent of class: 6.03%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 3,297,387
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 3,297,387
C. Institutional Partners
(a) Amount beneficially owned: 459,731
(b) Percent of class: 0.84%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 459,731
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 459,731
D. Oracle Ten Fund
(a) Amount beneficially owned: 673,400
(b) Percent of class: 1.23%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 673,400
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 673,400
E. Retirement Plan
(a) Amount beneficially owned: 93,000
(b) Percent of class: 0.17%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 93,000
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 93,000
F. Foundation
(a) Amount beneficially owned: 22,300
(b) Percent of class: 0.04%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 22,300
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 22,300
G. Oracle Associates
(a) Amount beneficially owned: 4,430,518
(b) Percent of class: 8.11%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii)
Shared power to vote or direct the vote: 4,430,518
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 4,430,518
H. Investment Manager
(a) Amount beneficially owned: 4,523,518
(b) Percent of class: 8.28%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 4,523,518
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 4,523,518
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2020
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ORACLE PARTNERS, L.P.
|
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By: ORACLE ASSOCIATES, LLC, its general partner
|
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By: /s/ Larry N. Feinberg
Larry N. Feinberg, Managing Member
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ORACLE TEN FUND, LP
|
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|
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By: ORACLE ASSOCIATES, LLC, its general partner
|
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|
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By: /s/ Larry N. Feinberg
Larry N. Feinberg, Managing Member
|
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ORACLE INSTITUTIONAL PARTNERS, LP
|
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By: ORACLE ASSOCIATES, LLC, its general partner
|
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|
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By: /s/ Larry N. Feinberg
Larry N. Feinberg, Managing Member
|
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ORACLE INVESTMENT MANAGEMENT, INC.
EMPLOYEES’ RETIREMENT PLAN |
||
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By:
/s/
Larry N. Feinberg
Larry N. Feinberg, Trustee |
||
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THE FEINBERG FAMILY FOUNDATION
By: /s/ Larry N. Feinberg
Larry N. Feinberg, Trustee |
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ORACLE INVESTMENT MANAGEMENT, INC.
By: /s/ Larry N. Feinberg
Larry N. Feinberg, President
|
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ORACLE ASSOCIATES, LLC
By: /s/ Larry N. Feinberg
Larry N. Feinberg, Manager Member
|
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/s/ Larry N. Feinberg
Larry N. Feinberg, individually |