0000899243-19-028014.txt : 20191122 0000899243-19-028014.hdr.sgml : 20191122 20191122200042 ACCESSION NUMBER: 0000899243-19-028014 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: Rubenstein Gordon CENTRAL INDEX KEY: 0001794004 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38136 FILM NUMBER: 191243077 MAIL ADDRESS: STREET 1: 140 TOWER DRIVE CITY: BURR RIDGE STATE: IL ZIP: 60527 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 doc4.xml FORM 4 SUBMISSION X0306 4 2019-11-20 0 0001698991 Accel Entertainment, Inc. ACEL 0001794004 Rubenstein Gordon C/O ACCEL ENTERTAINMENT, INC. 140 TOWER DRIVE BURR RIDGE IL 60527 1 0 0 0 Class A-1 Common Stock 2019-11-20 4 A 0 348497 A 348497 D Class A-1 Common Stock 2019-11-20 4 A 0 251915 A 251915 I See Footnote Class A-1 Common Stock 2019-11-20 4 A 0 1804967 A 1804967 I See Footnote Class A-1 Common Stock 2019-11-20 4 A 0 529956 A 529956 I By IRA Class A-2 Common Stock 2019-11-20 4 A 0 26249 0.00 A Class A-1 Common Stock 26249 26249 D Class A-2 Common Stock 2019-11-20 4 A 0 10614 0.00 A Class A-1 Common Stock 10614 10614 I See Footnote Class A-2 Common Stock 2019-11-20 4 A 0 127592 0.00 A Class A-1 Common Stock 127592 127592 I See Footnote Class A-2 Common Stock 2019-11-20 4 A 0 39917 0.00 A Class A-1 Common Stock 39917 39917 I By IRA Warrants 11.50 2019-11-20 4 A 0 21388 0.00 A 2024-11-20 Class A-1 Common Stock 21388 21388 D Warrants 11.50 2019-11-20 4 A 0 8648 0.00 A 2024-11-20 Class A-1 Common Stock 8648 8648 I See Footnote Warrants 11.50 2019-11-20 4 A 0 103966 0.00 A 2024-11-20 Class A-1 Common Stock 103966 103966 I See Footnote Warrants 11.50 2019-11-20 4 A 0 32526 0.00 A 2024-11-20 Class A-1 Common Stock 32526 32526 I By IRA 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"), 200,911 shares of the Common Stock of Accel held indirectly by the Reporting Person were exchanged for (i) cash payments in the aggregate amount of $5,334,445.90, (ii) 2,935,335 shares of the Issuer's Class A-1 Common Stock, (iii) 204,372 shares of the Issuer's Class A-2 Common Stock, and (iv) warrants to purchase an aggregate of 166,528 shares of the Issuer's Class A-1 Common Stock. Securities are held by the Gordon Rubenstein and Krista M. Ramonas Joint Revocable Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. Securities are held by Fund Indy LLC, of which the Reporting Person is the sole Member. The Reporting Person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. 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. 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. /s/Derek Harmer, Attorney-in-fact for Gordon S. Rubenstein 2019-11-22