SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Ellis Mathew Scot

(Last)

(First)

(Middle)

C/O ACCEL ENTERTAINMENT, INC.

140 TOWER DRIVE

(Street)

BURR RIDGE

60527

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/01/2022

3. Issuer Name and Ticker or Trading Symbol
Accel Entertainment, Inc. [ ACEL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A-1 Common Stock	16,642	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units (RSU)	⁽¹⁾	⁽¹⁾	Class A-1 Common Stock	30,000	⁽²⁾	D
Employee Stock Option (Right to Buy)	⁽³⁾	02/27/2030	Class A-1 Common Stock	30,000	$12.25	D
Restricted Stock Units (RSU)	⁽⁴⁾	⁽⁴⁾	Class A-1 Common Stock	8,842	⁽²⁾	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	03/16/2031	Class A-1 Common Stock	11,789	$11.88	D
Restricted Stock Units (RSU)	⁽⁶⁾	⁽⁶⁾	Class A-1 Common Stock	12,738	⁽²⁾	D
Employee Stock Option (Right to Buy)	⁽⁷⁾	03/14/2032	Class A-1 Common Stock	12,378	$12.71	D
Restricted Stock Units (RSU)	⁽⁸⁾	⁽⁸⁾	Class A-1 Common Stock	50,000	⁽²⁾	D
Employee Stock Option (Right to Buy)	⁽⁹⁾	04/28/2032	Class A-1 Common Stock	50,000	$12.02	D

Explanation of Responses:

1. 1/3 of the RSUs will vest on January 1, 2023, and the remainder will vest as to 1/3 of the total award annually thereafter, subject to the Reporting Person's continuing service to the Issuer on each vesting date.

2. Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Class A-1 Common Stock upon settlement for no consideration.

3. 1/3 of the total shares underlying the option will vest on January 1, 2023, and the remainder will vest as to 1/3 of the total award annually thereafter, subject to the Reporting Person's continuing service to the Issuer on each vesting date.

4. 1/4 of the RSUs will vest on March 16, 2022, and the remainder will vest as to 1/16 of the total award in quarterly installments thereafter, subject to the Reporting Person's continuing service to the Issuer on each vesting date.

5. 1/4 of the total shares underlying the option will vest on March 16, 2022, and the remainder will vest as to 1/16 of the total award in quarterly installments thereafter, subject to the Reporting Person's continuing service to the Issuer on each vesting date.

6. 1/4 of the RSUs will vest on March 14, 2023, and the remainder will vest as to 1/16 of the total award in quarterly installments thereafter, subject to the Reporting Person's continuing service to the Issuer on each vesting date.

7. 1/4 of the total shares underlying the option will vest on March 14, 2023, and the remainder will vest as to 1/16 of the total award in quarterly installments thereafter, subject to the Reporting Person's continuing service to the Issuer on each vesting date.

8. 1/4 of the RSUs will vest on April 28, 2024, and the remainder will vest as to 1/12 of the total award in quarterly installments thereafter, subject to the Reporting Person's continuing service to the Issuer on each vesting date.

9. 1/4 of the total shares underlying the option will vest on April 28, 2024, and the remainder will vest as to 1/12 of the total award in quarterly installments thereafter, subject to the Reporting Person's continuing service to the Issuer on each vesting date.

Remarks:

	/s/ Derek Harmer, Attorney-in-fact for Mathew Ellis	05/16/2022
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.