Sec Form 4 Filing - Peterson Karl Mr. @ Accel Entertainment, Inc. - 2019-11-20

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 Peterson Karl Mr. 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 TPG GLOBAL, LLC,, 301 COMMERCE STREET, SUITE 3300 3. Date of Earliest Transaction (MM/DD/YY) 11/20/2019 (Street) FORT WORTH, TX76102 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 11/20/2019 A 250,036 A $ 10.22 250,036 I See Explanation of Responses ( 5 ) Class A-1 Common Stock 11/20/2019 A 30,000 A $ 0 280,036 I See Explanation of Responses ( 1 ) ( 5 ) Class A-1 Common Stock 11/20/2019 J( 3 ) 2,468,840 A $ 0 2,748,876 I See Explanation of Responses ( 3 ) ( 5 ) Class A-1 Common Stock 11/20/2019 G 200,000 D $ 0 2,548,876 I See Explanation of Responses ( 5 )

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 F Ordinary Shares ( 2 ) 11/20/2019 P 30,000 ( 2 ) ( 2 ) Class A Ordinary Shares 30,000 $ 10.22 30,000 I See Explanation of Responses ( 1 ) ( 2 ) ( 5 ) Class F Common Stock ( 2 ) 11/20/2019 D 30,000 ( 2 ) ( 2 ) Class A-1 Common Stock 30,000 $ 0 0 I See Explanation of Responses ( 1 ) ( 2 ) ( 5 ) Class A-2 Common Stock ( 4 ) 11/20/2019 J( 3 ) 621,600 ( 4 ) ( 4 ) Class A-1 Common Stock 621,000 ( 4 ) 621,600 I See Explanation of Responses ( 3 ) ( 4 ) ( 5 ) Warrants (right to buy) $ 11.5 11/20/2019 J( 3 ) 1,519,467 12/20/2019 12/20/2024 Class A-1 Common Stock 1,519,467 $ 1.5 1,519,467 I See Explanation of Responses ( 3 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Peterson Karl Mr. C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 X Signatures /s/ Michael LaGatta on behalf of Karl Peterson (6) 11/22/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 20, 2019, TPG Pace Holdings Corp. (renamed as Accel Entertainment, Inc., the "Issuer") domesticated as a Delaware corporation whereupon (i) each Class F Ordinary Share, par value $0.0001 per share ("Class F Ordinary Shares"), of the Issuer became one share of Class F Common Stock, par value $0.0001 per share ("Class F Common Stock"), of the Issuer, and (ii) each share of Class F Common Stock was exchanged for one share of Class A-1 Common Stock, par value $0.0001 per share ("Class A-1 Common Stock"), of the Issuer. ( 2 )Pursuant to the Issuer's Amended and Restated Certificate of Incorporation (and previously the Issuer's Amended & Restated Memorandum and Articles of Association), the shares of Class F Common Stock (previously Class F Ordinary Shares) had been automatically convertible into shares of Class A-1 Common Stock (previously Class A Ordinary Shares) of the Issuer at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. ( 3 )On November 20, 2019, TPG Pace II Sponsor, LLC ("Pace II Sponsor"), in accordance with its limited liability company agreement, distributed, pro rata to its members, including Mr. Karl Peterson, all of its (i) shares of Class A-1 Common Stock, (ii) shares of Class A-2 Common Stock, par value $0.0001 per share ("Class A-2 Common Stock"), of the Issuer, and (iii) warrants exercisable for one share of Class A-1 Common Stock. ( 4 )Pursuant to the Issuer's Amended and Restated Certificate of Incorporation and the Restricted Stock Agreement, dated as of November 20, 2019, the shares of Class A-2 Common Stock are exchangeable into shares of Class A-1 Common Stock on a one-for-one basis, subject to adjustment, in three separate tranches upon the satisfaction of certain triggers based on the Issuer's financial performance, or upon certain other events, subject to certain exceptions as set forth in the Restricted Stock Agreement. ( 5 )Held through personal vehicles

Remarks: (6) Michael LaGatta is signing on behalf of Mr. Peterson pursuant to the authorization and designation letter dated March 14, 2017, which was previously filed with the Securities and Exchange Commission.

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 4(b)(v).

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