Sec Form 3 Filing - HP D GP LLC @ Dave & Buster's Entertainment, Inc. - 2022-04-25

Insider filing report for Changes in Beneficial Ownership
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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
HP D GP LLC
2. Issuer Name and Ticker or Trading Symbol
Dave & Buster's Entertainment, Inc. [ PLAY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
SEE FOOTNOTE 1
(Last) (First) (Middle)
150 EAST 58TH STREET, 32ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/25/2022
(Street)
NEW YORK, NY10155
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
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
Cash-Settled Total Return Swap ( 2 ) ( 2 ) 04/09/2029( 4 ) Common Stock 21,892 D( 1 )( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HP D GP LLC
150 EAST 58TH STREET, 32ND FLOOR
NEW YORK, NY10155
SEE FOOTNOTE 1
Signatures
HP D GP LLC, By: Hill Path Investment Holdings II LLC, By: /s/ Scott Ross, Managing Partner 05/02/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )HP D GP LLC (the "Reporting Person") may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. The Reporting Person disclaims beneficial ownership of the securities of the Issuer owned by the other members of the Section 13(d) group and this report shall not be deemed an admission that it is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
( 2 )The Reporting Person is the general partner of Hill Path D Fund LP ("Hill Path D"), which entered into a cash-settled total return swap agreement with an unaffiliated third party financial institution as the counterparty (the "Swap") that established economic exposure to 21,892 notional shares of the Issuer's Common Stock (the "Subject Shares") as of April 25, 2022. The Swap provides Hill Path D with economic results that are comparable to the economic results of ownership but does not provide Hill Path D or the Reporting Person with the power to vote or direct the voting or dispose of or direct the disposition of the Subject Shares. The reported securities were acquired in compliance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
( 3 )Securities owned directly by Hill Path D. The Reporting Person, as the general partner of Hill Path D, may be deemed to beneficially own the securities owned directly by Hill Path D. Hill Path Investment Holdings II LLC, as the managing member of the Reporting Person, may be deemed to beneficially own the securities owned directly by Hill Path D. Hill Path Capital LP, as the investment manager of Hill Path D, may be deemed to beneficially own the securities owned directly by Hill Path D. Hill Path Holdings LLC, as the general partner of Hill Path Capital LP, may be deemed to beneficially own the securities owned directly by Hill Path D. Mr. Ross, as the managing partner of each of Hill Path Investment Holdings II LLC, Hill Path Capital LP and Hill Path Holdings LLC, may be deemed to beneficially own the securities owned directly by Hill Path D.
( 4 )The termination date of the Swaps will be automatically extended by thirty-six months unless the counterparty elects not to so extend the termination date at least one year prior thereto.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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