13G Filing: Highbridge Capital Management and TPG Pace Holdings Corp (TPGH.UN)

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Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Highbridge Capital Management 0 2,558,505 0 2,558,505 2,558,505 5.69%
Highbridge International 0 2,558,505 0 2,558,505 2,558,505 5.69%

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Page 1 of 8 – SEC Filing

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.   )*

TPG Pace
Holdings Corp.

(Name of Issuer)

Class A Ordinary
Shares, par value $0.0001 per share

(Title of Class of Securities)

G89827102**

(CUSIP Number)

June 28,
2017

(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
(Page 1 of 8 Pages)

______________________________

*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

** The Class A Ordinary Shares have no
CUSIP number. The CINS number for the units which include Class A Ordinary Shares is G89827102.

The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act“) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes)

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Page 2 of 8 – SEC Filing

1

NAMES OF REPORTING PERSONS

Highbridge Capital Management, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,558,505 Class A Ordinary Shares

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,558,505 Class A Ordinary Shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,558,505 Class A Ordinary Shares

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.69%

12

TYPE OF REPORTING PERSON

IA, OO

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Page 3 of 8 – SEC Filing

1

NAMES OF REPORTING PERSONS

Highbridge International LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands, British West Indies

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,558,505 Class A Ordinary Shares

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,558,505 Class A Ordinary Shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,558,505 Class A Ordinary Shares

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.69%

12

TYPE OF REPORTING PERSON

OO

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Page 4 of 8 – SEC Filing

Item 1(a). NAME OF ISSUER:
The name of the issuer is TPG Pace Holdings Corp. (the “Company“).
Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
The Company’s principal executive offices are located at 301 Commerce Street, Suite 3300, Fort Worth, TX 76102.
Item 2(a). NAME OF PERSON FILING:
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Item 2(c). CITIZENSHIP:
This statement is filed by:
(i)

Highbridge Capital Management, LLC

40 West 57th Street, 33rd Floor

New York, New York 10019

Citizenship: State of Delaware

(ii)

Highbridge International LLC

c/o Highbridge Capital Management, LLC

40 West 57th Street, 33rd Floor

New York, New York 10019

Citizenship: Cayman Islands

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”
Item 2(d). TITLE OF CLASS OF SECURITIES:
Class A Ordinary Shares, par value $0.0001 per share (the “Class A Ordinary Shares“).
Item 2(e). CUSIP NUMBER:
The Class A Ordinary Shares have no CUSIP number. The CINS number for the units which include Class A Ordinary Shares is G89827102.
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) ¨ Broker or dealer registered under Section 15 of the Act,
(b) ¨ Bank as defined in Section 3(a)(6) of the Act,
(c) ¨ Insurance Company as defined in Section 3(a)(19) of the Act,
(d) ¨ Investment Company registered under Section 8 of the Investment Company Act of 1940,
(e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

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Page 5 of 8 – SEC Filing

(f) ¨ Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
(g) ¨ Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
(h) ¨ Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
(i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please

specify
the type of institution: ____________________________________

Item 4. OWNERSHIP.

(a)       Amount
beneficially owned:

As of the date hereof, (i) Highbridge International
LLC may be deemed to beneficially own 2,558,505 Class A Ordinary Shares and (ii) Highbridge Capital Management, LLC, as the trading
manager of Highbridge International LLC, may be deemed to be the beneficial owner of 2,558,505 Class A Ordinary Shares held by
Highbridge International LLC.

(b)       Percent
of class:

The percentages used herein and in the
rest of this Schedule 13G are calculated based upon 45,000,000 Class A Ordinary Shares reported to be outstanding in
the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 7, 2017.
Therefore, as of the date hereof, (i) Highbridge International LLC may be deemed to
beneficially own approximately 5.69% of the outstanding Class A Ordinary Shares
of the Company and (ii) Highbridge Capital Management, LLC may be deemed to
beneficially own approximately 5.69% of the outstanding Class A Ordinary Shares of the Company.

The foregoing should not be construed in and of
itself as an admission by any Reporting Person as to beneficial ownership of the Class A Ordinary Shares held by Highbridge International
LLC.

 

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Page 6 of 8 – SEC Filing

(c)       Number of
shares as to which such person has:

(i)       Sole
power to vote or to direct the vote

0

(ii)       Shared
power to vote or to direct the vote

See Item 4(a)

(iii)       Sole
power to dispose or to direct the disposition of

0

(iv)       Shared
power to dispose or to direct

the disposition of

See Item 4(a)

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
Item 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
Item 10. CERTIFICATION.
The Reporting Person hereby makes the following certification:
By signing below the Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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Page 7 of 8 – SEC Filing

SIGNATURES

After reasonable
inquiry and to the best of our knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.

DATED: July 10, 2017

HIGHBRIDGE CAPITAL MANAGEMENT, LLC

By: /s/ John Oliva                                        

Name: John Oliva

Title: Managing Director

HIGHBRIDGE INTERNATIONAL LLC

By: Highbridge Capital Management, LLC

its Trading Manager

By: /s/ John Oliva                                        

Name: John Oliva

Title: Managing Director

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Page 8 of 8 – SEC Filing

EXHIBIT 1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the
foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement
on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and
accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness
and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such
information is inaccurate.

DATED: July 10, 2017

HIGHBRIDGE CAPITAL MANAGEMENT, LLC

By: /s/ John Oliva                                        

Name: John Oliva

Title: Managing Director

HIGHBRIDGE INTERNATIONAL LLC

By: Highbridge Capital Management, LLC

its Trading Manager

By: /s/ John Oliva                                        

Name: John Oliva

Title: Managing Director

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