Accel Entertainment, Inc. — Director's Dealing 2020

Jan 15, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Accel Entertainment, Inc. (ACEL)
CIK: 0001698991
Period of Report: 2020-01-14

Reporting Person: CLAIRVEST GROUP INC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-14	Class A-1 Common Stock	C	407788	—	Acquired	16649659	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-14	Class A-2 Common Stock	$	C	407788	Disposed		Class A-1 Common Stock (407788)	Indirect

Footnotes

F1: Represents the issuance of shares of Class A-1 Common Stock upon conversion of an equal number of shares of Class A-2 Common Stock upon the satisfaction of certain conditions as set forth in the Restricted Stock Agreement dated as of November 20, 2019, by and among the Issuer and the other persons party thereto.

F2: No consideration was required in connection with the conversion.

F3: The securities reported in this row are indirectly owned by the Reporting Person through Clairvest Equity Partners V Limited Partnership, an Ontario limited partnership ("CEP V"), Clairvest Equity Partners V-A Limited Partnership, an Ontario limited partnership ("CEP V-A"), and CEP V Co-Investment Limited Partnership, a Manitoba limited partnership ("CEP Co-Invest", and together with CEP V and CEP V-A, the "Clairvest Investors"), each of which is a wholly-owned indirect subsidiary of the Reporting Person.

F4: Represents the disposition of shares of Class A-2 Common Stock upon conversion of such shares into an equal number of shares of Class A-1 Common Stock, as reported in Table I.

F5: 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 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. As of the date hereof, the first tranche of the Class A-2 Common Shares have been converted into Class A-1 Common Shares and two tranches of the Class A-2 Common Shares remain unconverted. The Class A-2 Common Stock has no expiration date.