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Mark T. Phelan

Filed: 28 May 20, 5:04pm
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Phelan Mark T.

(Last)(First)(Middle)
C/O ACCEL ENTERTAINMENT, INC.
140 TOWER DRIVE

(Street)
BURR RIDGEIL60527

(City)(State)(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/20/2019
3. Issuer Name and Ticker or Trading Symbol
Accel Entertainment, Inc. [ ACEL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Revenue Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
11/22/2019
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 Beneficially Owned
1. Title of Security (Instr. 4)2. Amount of Securities Beneficially Owned (Instr. 4)3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)4. Conversion or Exercise Price of Derivative Security5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (Right to Buy)(1)07/28/2022Class A-1 Common Stock108,2873.37D
Employee Stock Option (Right to Buy)(2)12/11/2024Class A-1 Common Stock17,1885.24D
Employee Stock Option (Right to Buy)(3)04/03/2021Class A-1 Common Stock11,4644.36D
Explanation of Responses:
1. Represents unvested options that were converted into stock options exercisable for Class A-1 shares in connection with the transaction with TPG Pace Holdings Corp., which will vest in accordance with the vesting schedule as in effect prior to the transaction, such that 1/3 of the converted stock options will vest on June 28, 2020, and the remainder will vest as to 1/3 of the total award annually thereafter, subject to the Reporting Person's continued service to the issuer on each vesting date.
2. Represents unvested options that were converted into stock options exercisable for Class A-1 shares in connection with the transaction with TPG Pace Holdings Corp., which will vest in accordance with the vesting schedule as in effect prior to the transaction, such that 1/4 of the converted stock options will vest on December 11, 2020, and the remainder will vest as to 1/4 of the total award annually thereafter, subject to the Reporting Person's continued service to the issuer on each vesting date.
3. Represents unvested options that were converted into stock options exercisable for Class A-1 shares in connection with the transaction with TPG Pace Holdings Corp., which will vest in accordance with the vesting schedule as in effect prior to the transaction, such that 1/2 of the converted stock options vested on April 3, 2020, and the remainder will vest on April 3, 2021, subject to the Reporting Person's continued service to the issuer on each vesting date.
Remarks:
/s/ Derek Harmer, Attorney-in-fact for Mark T. Phelan05/28/2020
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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