SEC Form 4 · accession 0000903423-17-000449
Accel Entertainment, Inc. · ACEL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
David Bonderman
Director · 10% Owner
James G Coulter
Director · 10% Owner
TPG Group Holdings (SBS) Advisors, Inc.
Director · 10% Owner
Period of report
Jun 30, 2017
Accepted (ET)
Jul 5, 2017 · 7:19 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001698991
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants (right to buy)F1,F2,F3,F4,F5 | $11.50 | Jun 30, 2017 | P | 7,333,333 | D | — | — | Class A Ordinary Shares | 7,333,333 | 7,333,333 | I |
Explanation of responses
- F1David Bonderman and James G. Coulter are the sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, 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, LLC, which is the managing member of TPG Pace II Sponsor, LLC ("Pace II Sponsor"), which holds an aggregate of (i) 11,300,000 Class F Ordinary Shares, par value $0.0001 per share (the "Class F Shares"), of TPG Pace Holdings Corp. (the "Issuer") and (ii) 7,333,333 warrants (the "Warrants").
- F2On June 30, 2017, Pace II Sponsor purchased from the Issuer the Warrants at a purchase price of $1.50 per Warrant. Each Warrant is initially exercisable for one Class A Ordinary Share, par value $0.0001 per share (the "Class A Shares") at an initial exercise price (the "Exercise Price") of $11.50. The number of Class A Shares issuable upon exercise of the Warrants and the Exercise Price are subject to certain adjustments as set forth in the Warrant Agreement dated as of June 27, 2017 between the Issuer and Continental Stock Transfer & Trust Company, as warrant agent.
- F3The Warrants may be exercised during the period (i) commencing on the later of (a) the date that is 30 days after the first date on which the Issuer completes a business combination and (b) June 30, 2018 and (ii) terminating on the earlier of (a) the date that is five years after the date on which the Issuer completes its initial business combination and (b) the liquidation of the Issuer if it fails to consummate a business combination.
- F4Because 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.
- F5Pursuant 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.
Remarks
(6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (7) Clive Bode is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated June 19, 2015, which were previously filed with the Securities and Exchange Commission.