0000899243-19-028019.txt : 20191122
0000899243-19-028019.hdr.sgml : 20191122
20191122200446
ACCESSION NUMBER: 0000899243-19-028019
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: Phelan Mark T.
CENTRAL INDEX KEY: 0001794567
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38136
FILM NUMBER: 191243090
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
0001794567
Phelan Mark T.
C/O ACCEL ENTERTAINMENT, INC.
140 TOWER DRIVE
BURR RIDGE
IL
60527
0
1
0
0
Chief Revenue Officer
Class A-1 Common Stock
2019-11-20
4
A
0
36645
A
36645
D
Class A-2 Common Stock
2019-11-20
4
A
0
2760
0.00
A
Class A-1 Common Stock
2760
2760
D
Warrants
11.50
2019-11-20
4
A
0
2249
0.00
A
2024-11-20
Class A-1 Common Stock
2249
2249
D
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.
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 Mark T. Phelan
2019-11-22