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