Sec Form 4 Filing - Ruttenberg David W. @ Accel Entertainment, Inc. - 2020-01-14

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Ruttenberg David W.
2. Issuer Name and Ticker or Trading Symbol
Accel Entertainment, Inc. [ ACEL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ACCEL ENTERTAINMENT, INC., 140 TOWER DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
01/14/2020
(Street)
BURR RIDGE, IL60527
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 01/14/2020 C 13,162 A 537,412 I See Footnote ( 2 )
Class A-1 Common Stock 01/14/2020 C 4,694 A 643,677 I See Footnote ( 3 )
Class A-1 Common Stock 01/14/2020 C 4,693 A 643,659 I See Footnote ( 4 )
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
Class A-2 Common Stock ( 1 ) 01/14/2020 C 13,162 ( 1 ) ( 1 ) Class A-1 Common Stock 13,162 $ 0 26,325 I See Footnote ( 2 )
Class A-2 Common Stock ( 1 ) 01/14/2020 C 4,694 ( 1 ) ( 1 ) Class A-1 Common Stock 4,694 $ 0 9,388 I See Footnote ( 3 )
Class A-2 Common Stock ( 1 ) 01/14/2020 C 4,693 ( 1 ) ( 1 ) Class A-1 Common Stock 4,693 $ 0 9,388 I See Footnote ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ruttenberg David W.
C/O ACCEL ENTERTAINMENT, INC.
140 TOWER DRIVE
BURR RIDGE, IL60527
X
Signatures
/s/ Derek Harmer, Attorney-in-fact for David W. Ruttenberg 01/16/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the automatic conversion of a portion of the shares of the Issuer's Class A-2 Common Stock into shares of the Issuer's Class A-1 Common Stock. The Issuer's Class A-2 Common Stock will automatically convert into an equal number of the Issuer's Class A-1 Common Stock in three separate tranches, with no action required of the holder thereof, 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. The first stock price threshold was achieved on January 14, 2020. The Class A-2 Common Stock has no expiration date.
( 2 )Securities are held by the David W. Ruttenberg Revocable Trust, of which the Reporting Person is the sole trustee. 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 )Securities are held by the Crilly Court Trust, of which the Reporting Person is a beneficiary. 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.
( 4 )Securities are held by Grant Place Fund LLC, of which the Reporting Person is the Manager. 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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