Sec Form 3 Filing - CLAIRVEST GROUP INC @ Accel Entertainment, Inc. - 2019-11-20

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person CLAIRVEST GROUP INC 2. Issuer Name and Ticker or Trading Symbol Accel Entertainment, Inc. [ ACEL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 22 ST. CLAIR AVENUE EAST, SUITE 1700 3. Date of Earliest Transaction (MM/DD/YY) 11/20/2019 (Street) TORONTO, A6M4T 2S3 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Class A-1 Common Stock 16,241,871 I See footnote ( 1 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants $ 11.5 ( 2 ) ( 2 ) Class A-1 Common Stock 996,840 I See footnote ( 1 ) Class A-2 Common Stock ( 3 ) ( 3 ) ( 3 ) Class A-1 Common Stock 1,223,368 I See footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CLAIRVEST GROUP INC 22 ST. CLAIR AVENUE EAST SUITE 1700 TORONTO, A6M4T 2S3 X Signatures /s/ James H. Miller, General Counsel and Corporate Secretary 11/22/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Warrants are exercisable within 30 days of the closing of the business combination contemplated by the Transaction Agreement, dated as of June 13, 2019, as amended, by and among the Issuer, each of the shareholders of the Issuer named as Sellers therein, and the Shareholder Representatives named therein (the "Closing"), subject to the availability of an effective U.S. registration statement. ( 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 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.

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