0001387131-19-008988.txt : 20191122
0001387131-19-008988.hdr.sgml : 20191122
20191122182421
ACCESSION NUMBER: 0001387131-19-008988
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191120
FILED AS OF DATE: 20191122
DATE AS OF CHANGE: 20191122
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Peterson Karl Mr.
CENTRAL INDEX KEY: 0001425873
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38136
FILM NUMBER: 191242821
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Accel Entertainment, Inc.
CENTRAL INDEX KEY: 0001698991
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 981350261
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 140 TOWER DRIVE
CITY: BURR RIDGE
STATE: IL
ZIP: 60527
BUSINESS PHONE: 630-972-2235
MAIL ADDRESS:
STREET 1: 140 TOWER DRIVE
CITY: BURR RIDGE
STATE: IL
ZIP: 60527
FORMER COMPANY:
FORMER CONFORMED NAME: TPG Pace Holdings Corp.
DATE OF NAME CHANGE: 20170224
4
1
peterson-form4_112019.xml
OWNERSHIP DOCUMENT
X0306
4
2019-11-20
0
0001698991
Accel Entertainment, Inc.
ACEL
0001425873
Peterson Karl Mr.
C/O TPG GLOBAL, LLC,
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
1
0
0
0
Class A-1 Common Stock
2019-11-20
4
A
0
250036
10.22
A
250036
I
See Explanation of Responses
Class A-1 Common Stock
2019-11-20
4
A
0
30000
0
A
280036
I
See Explanation of Responses
Class A-1 Common Stock
2019-11-20
4
J
0
2468840
0
A
2748876
I
See Explanation of Responses
Class A-1 Common Stock
2019-11-20
4
G
0
200000
0
D
2548876
I
See Explanation of Responses
Class F Ordinary Shares
2019-11-20
4
P
0
30000
10.22
A
Class A Ordinary Shares
30000
30000
I
See Explanation of Responses
Class F Common Stock
2019-11-20
4
D
0
30000
0
D
Class A-1 Common Stock
30000
0
I
See Explanation of Responses
Class A-2 Common Stock
2019-11-20
4
J
0
621600
A
Class A-1 Common Stock
621000
621600
I
See Explanation of Responses
Warrants (right to buy)
11.50
2019-11-20
4
J
0
1519467
1.50
A
2019-12-20
2024-12-20
Class A-1 Common Stock
1519467
1519467
I
See Explanation of Responses
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.
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.
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.
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.
Held through personal vehicles
(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)
2019-11-22