Accel Entertainment (ACEL)

Filed: 22 Nov 19, 8:08pm
SEC Form 4
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Rubenstein Andrew H.



2. Issuer Name and Ticker or Trading Symbol
Accel Entertainment, Inc. [ ACEL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
CEO and President
3. Date of Earliest Transaction (Month/Day/Year)
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
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)
CodeVAmount(A) or (D)Price
Class A-1 Common Stock11/20/2019A4,034,216A(1)4,034,216D
Class A-1 Common Stock11/20/2019A4,120,950A(1)4,120,950ISee Footnote(2)
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 Security3. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class A-2 Common Stock(3)11/20/2019A274,985(3)(3)Class A-1 Common Stock274,985$0.00274,985D
Class A-2 Common Stock(3)11/20/2019A310,398(3)(3)Class A-1 Common Stock310,398$0.00310,398ISee Footnote(2)
Warrants$11.511/20/2019A224,066(4)11/20/2024Class A-1 Common Stock224,066$0.00224,066D
Warrants$11.511/20/2019A252,922(4)11/20/2024Class A-1 Common Stock252,922$0.00252,922ISee Footnote(2)
Explanation of Responses:
1. 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"), 526,503 shares of the Common Stock of Accel held directly and indirectly by the Reporting Person were exchanged for (i) cash payments in the aggregate amount of $9,212,684.21, (ii) 8,155,166 shares of the Issuer's Class A-1 Common Stock, (iii) 585,383 shares of the Issuer's Class A-2 Common Stock, and (iv) warrants to purchase an aggregate of 476,988 shares of the Issuer's Class A-1 Common Stock.
2. Securities are held by Harry R, 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.
3. 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.
4. 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 Andrew H. Rubenstein11/22/2019
** Signature of Reporting PersonDate
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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