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^*

TPG Group Holdings (SBS) Advisors, Inc.

(Last)

(First)

(Middle)

C/O TPG GLOBAL, LLC

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH

76102

(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
Officer (give title below)	X	Other (specify below)
		Former Director and 10% Owner

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)

	Form filed by One Reporting Person
X	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		7,800,000	A	$0	7,800,000	I	See Explanation of Responses⁽⁵⁾⁽⁸⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾
Class A-1 Common Stock	11/20/2019		J⁽⁶⁾		3,856,917	D	$0	3,943,083	I	See Explanation of Responses⁽⁶⁾⁽⁸⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾
Class A-1 Common Stock	11/20/2019		G		300,000	D	$0	3,643,083	I	See Explanation of Responses⁽⁸⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾
Class A-1 Common Stock	11/20/2019		A		97,848	A	$10.22	3,740,931	I	See Explanation of Responses⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾

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 F Common Stock	⁽²⁾	11/20/2019		D			1,250,000	⁽²⁾	⁽²⁾	Class A-1 Common Stock	1,250,000	⁽²⁾	9,800,000	I	See Explanation of Responses⁽¹⁾⁽²⁾⁽⁸⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾
Class F Common Stock	⁽²⁾	11/20/2019		D			2,000,000	⁽²⁾	⁽²⁾	Class A-1 Common Stock	2,000,000	⁽²⁾	7,800,000	I	See Explanation of Responses⁽¹⁾⁽³⁾⁽⁸⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾
Class A-2 Common Stock	⁽³⁾	11/20/2019		A		2,000,000		⁽³⁾	⁽³⁾	Class A-1 Common Stock	2,000,000	⁽³⁾	2,000,000	I	See Explanation of Responses⁽³⁾⁽⁸⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾
Warrants (right to buy)	$11.5	11/20/2019		D			2,444,444	12/20/2019	12/20/2024	Class A-1 Common Stock	2,444,444	$1.5	4,888,889	I	See Explanation of Responses⁽¹⁾⁽⁴⁾⁽⁸⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾
Class F Common Stock	⁽²⁾	11/20/2019		D			7,800,000	⁽²⁾	⁽²⁾	Class A-1 Common Stock	7,800,000	$0	0	I	See Explanation of Responses⁽¹⁾⁽⁵⁾⁽⁸⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾
Class A-2 Common Stock	⁽³⁾	11/20/2019		J⁽⁶⁾			1,001,895	⁽³⁾	⁽³⁾	Class A-1 Common Stock	1,001,895	⁽⁶⁾	998,105	I	See Explanation of Responses⁽⁶⁾⁽⁸⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾
Warrants (right to buy)	$11.5	11/20/2019		J⁽⁶⁾			2,449,077	12/20/2019	12/20/2024	Class A-1 Common Stock	2,449,077	⁽⁶⁾	2,439,812	I	See Explanation of Responses⁽⁶⁾⁽⁹⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾

1. Name and Address of Reporting Person^*

TPG Group Holdings (SBS) Advisors, Inc.

(Last)

(First)

(Middle)

C/O TPG GLOBAL, LLC

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former Director and 10% Owner

1. Name and Address of Reporting Person^*

BONDERMAN DAVID

(Last)

(First)

(Middle)

C/O TPG GLOBAL, LLC,

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former Director and 10% Owner

1. Name and Address of Reporting Person^*

COULTER JAMES G

(Last)

(First)

(Middle)

C/O TPG GLOBAL, LLC,

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former Director and 10% Owner

Explanation of Responses:

1. 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, 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 warrant ("Warrant") exercisable for one Class A Ordinary Share, par value $0.0001 per share, of the Issuer entitled the holder to acquire a corresponding number of shares of Class A-1 Common Stock, par value $0.0001 per share ("Class A-1 Common Stock"), of the Issuer.

2. On November 20, 2019 in connection with the acquisition by the Issuer of all of the issued and outstanding shares of common stock and preferred stock of Accel Entertainment, Inc. (the "Business Combination"), TPG Pace II Sponsor, LLC ("Pace II Sponsor") surrendered to the Issuer for cancellation at no cost 1,250,000 shares of Class F Common Stock. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") (and previously the Issuer's Amended & Restated Memorandum and Articles of Association), the shares of Class F Common Stock 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.

3. On November 20, 2019 in connection with the Business Combination, Pace II Sponsor exchanged with the Issuer 2,000,000 shares of Class F Common Stock for an equal number of shares of Class A-2 Common Stock, par value $0.0001 per share ("Class A-2 Common Stock"), of the Issuer. Pursuant to the 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.

4. On November 20, 2019 in connection with the Business Combination, Pace II Sponsor surrendered to the Issuer for cancellation at no cost 2,444,444 Warrants.

5. On November 20, 2019 in connection with the Business Combination, the remaining shares of Class F Common Stock held by Pace II Sponsor following the transactions described above were exchanged for an equal number of shares of Class A-1 Common Stock.

6. Effective November 20, 2019, in connection with the Business Combination, Pace II Sponsor distributed, in accordance with its limited liability company agreement, all of its Class A-1 Common Stock, Class A-2 Common Stock and Warrants pro rata to its members, including TPG Pace Governance, LLC ("TPG Pace Governance").

7. On November 20, 2019 in connection with the Business Combination, the Issuer issued to James G. Coulter 97,848 shares of Class A-1 Common Stock at a purchase price of $10.22 per share.

8. David Bonderman and James G. Coulter are the sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole shareholder of TPG Holdings III-A, Inc., which is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Holdings III, L.P., which is the sole member of TPG Pace Governance, which, following the transactions described herein holds (i) 3,740,931 shares of Class A-1 Common Stock, (ii) 998,105 shares of Class A-2 Common Stock and (iii) 2,439,812 Warrants.

9. Excluding shares of Class A-1 Common Stock directly held by TPG Pace Governance, Mr. Coulter holds directly or indirectly 97,848 shares of Class A-1 Common Stock.

10. As a result of the transactions described herein, the Reporting Persons are no longer entitled to designate an individual for inclusion in the slate of nominees recommended by the Issuer's board of directors for election as a director.

11. Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective direct or indirect pecuniary interests therein. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

12. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

13. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

Remarks:

(14) Bradford Berenson is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated March 13, 2018, which were previously filed with the Securities and Exchange Commission.

	/s/ Michael LaGatta, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (14)	11/22/2019
	/s/ Bradford Berenson on behalf of David Bonderman (14)	11/22/2019
	/s/ Bradford Berenson on behalf of James G. Coulter (14)	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).
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