SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Peterson Karl Mr.

(Last)

(First)

(Middle)

C/O TPG GLOBAL, LLC,

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2019

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A-1 Common Stock	11/20/2019		A		250,036	A	$10.22	250,036	I	See Explanation of Responses⁽⁵⁾
Class A-1 Common Stock	11/20/2019		A		30,000	A	$0	280,036	I	See Explanation of Responses⁽¹⁾⁽⁵⁾
Class A-1 Common Stock	11/20/2019		J⁽³⁾		2,468,840	A	$0	2,748,876	I	See Explanation of Responses⁽³⁾⁽⁵⁾
Class A-1 Common Stock	11/20/2019		G		200,000	D	$0	2,548,876	I	See Explanation of Responses⁽⁵⁾

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class F Ordinary Shares	⁽²⁾	11/20/2019		P		30,000		⁽²⁾	⁽²⁾	Class A Ordinary Shares	30,000	$10.22	30,000	I	See Explanation of Responses⁽¹⁾⁽²⁾⁽⁵⁾
Class F Common Stock	⁽²⁾	11/20/2019		D			30,000	⁽²⁾	⁽²⁾	Class A-1 Common Stock	30,000	$0	0	I	See Explanation of Responses⁽¹⁾⁽²⁾⁽⁵⁾
Class A-2 Common Stock	⁽⁴⁾	11/20/2019		J⁽³⁾		621,600		⁽⁴⁾	⁽⁴⁾	Class A-1 Common Stock	621,000	⁽⁴⁾	621,600	I	See Explanation of Responses⁽³⁾⁽⁴⁾⁽⁵⁾
Warrants (right to buy)	$11.5	11/20/2019		J⁽³⁾		1,519,467		12/20/2019	12/20/2024	Class A-1 Common Stock	1,519,467	$1.5	1,519,467	I	See Explanation of Responses⁽³⁾⁽⁵⁾

Explanation of Responses:

1. On November 20, 2019, TPG Pace Holdings Corp. (renamed as Accel Entertainment, Inc., the "Issuer") domesticated as a Delaware corporation whereupon (i) each Class F Ordinary Share, par value $0.0001 per share ("Class F Ordinary Shares"), of the Issuer became one share of Class F Common Stock, par value $0.0001 per share ("Class F Common Stock"), of the Issuer, and (ii) each share of Class F Common Stock was exchanged for one share of Class A-1 Common Stock, par value $0.0001 per share ("Class A-1 Common Stock"), of the Issuer.

2. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation (and previously the Issuer's Amended & Restated Memorandum and Articles of Association), the shares of Class F Common Stock (previously Class F Ordinary Shares) had been automatically convertible into shares of Class A-1 Common Stock (previously Class A Ordinary Shares) of the Issuer at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment.

3. On November 20, 2019, TPG Pace II Sponsor, LLC ("Pace II Sponsor"), in accordance with its limited liability company agreement, distributed, pro rata to its members, including Mr. Karl Peterson, all of its (i) shares of Class A-1 Common Stock, (ii) shares of Class A-2 Common Stock, par value $0.0001 per share ("Class A-2 Common Stock"), of the Issuer, and (iii) warrants exercisable for one share of Class A-1 Common Stock.

4. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation and the Restricted Stock Agreement, dated as of November 20, 2019, the shares of Class A-2 Common Stock are exchangeable into shares of Class A-1 Common Stock on a one-for-one basis, subject to adjustment, in three separate tranches upon the satisfaction of certain triggers based on the Issuer's financial performance, or upon certain other events, subject to certain exceptions as set forth in the Restricted Stock Agreement.

5. Held through personal vehicles

Remarks:

(6) Michael LaGatta is signing on behalf of Mr. Peterson pursuant to the authorization and designation letter dated March 14, 2017, which was previously filed with the Securities and Exchange Commission.

	/s/ Michael LaGatta on behalf of Karl Peterson (6)	11/22/2019
	** Signature of Reporting Person	Date
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