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^*

Phelan Mark T.

(Last)

(First)

(Middle)

C/O ACCEL ENTERTAINMENT, INC.

140 TOWER DRIVE

(Street)

BURR RIDGE

60527

(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)

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

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		36,645	A	⁽¹⁾	36,645	D

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 A-2 Common Stock	⁽²⁾	11/20/2019		A		2,760		⁽²⁾	⁽²⁾	Class A-1 Common Stock	2,760	$0.00	2,760	D
Warrants	$11.5	11/20/2019		A		2,249		⁽³⁾	11/20/2024	Class A-1 Common Stock	2,249	$0.00	2,249	D

Explanation of Responses:

1. Under the terms of the Transaction Agreement, dated as of June 13, 2019, as amended, by and among the Issuer, each of the shareholders of Accel Entertainment, Inc. ("Accel") named as Sellers therein, and the Shareholder Representatives named therein (the "Transaction Agreement"), 2,132 shares of the Class A Common Stock of Accel held by the Reporting Person were exchanged for (i) a cash payment in the amount of $9.75, (ii) 36,645 shares of the Issuer's Class A-1 Common Stock, (iii) 2,760 shares of the Issuer's Class A-2 Common Stock, and (iv) warrants to purchase 2,249 shares of the Issuer's Class A-1 Common Stock.

2. The Issuer's Class A-2 Common Stock will be eligible to convert into an equal number of the Issuer's Class A-1 Common Stock in three separate tranches upon the satisfaction of certain predetermined stock price or earnings thresholds as set forth in the Restricted Stock Agreement dated as of November 20, 2019, by and among the Issuer, the Reporting Person and the other persons party thereto. If the Issuer undergoes an Acceleration Event (as defined therein) and the satisfaction of the applicable stock price or earnings thresholds cannot be determined at that time, then each share of Class A-2 Common Stock not previously converted into Class A-1 Common Stock will convert into Class A-1 Common Stock immediately prior to the consummation of such Acceleration Event. The Class A-2 Common Stock has no expiration date.

3. The warrants will become exercisable 30 days after the closing of the business combination contemplated by the Transaction Agreement (the "Closing"). The Issuer is required to use its best efforts to file with the U.S. Securities and Exchange Commission, within 15 business days of the Closing, a registration statement for the registration of Class A-1 Common Stock issuable upon exercise of the warrants.

Remarks:

	/s/Derek Harmer, Attorney-in-Fact for Mark T. Phelan	11/22/2019
	** 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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