Sec Form 4 Filing - Hill Path Capital Partners LP @ Dave & Buster's Entertainment, Inc. - 2022-12-22

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
Hill Path Capital Partners LP
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 EXPLANATION OF RESPONSES
(Last) (First) (Middle)
150 EAST 58TH STREET, 33RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/22/2022
(Street)
NEW YORK, NY10155
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Common Stock( 1 )( 2 ) 12/22/2022 P 4,515 A $ 34.1449 126,010 I By Hill Path D Fund LP( 3 )
Common Stock( 1 )( 2 ) 12/22/2022 P 57,471 A $ 34.1449 902,623 I By Hill Path G Fund LP( 4 )
Common Stock( 1 )( 2 ) 12/22/2022 P 18,014 A $ 34.1449 527,828 I By Hill Path J Fund LP( 5 )
Common Stock( 1 )( 2 ) 12/23/2022 P 4,233 A $ 34.9383 130,243 I By Hill Path D Fund LP( 3 )
Common Stock( 1 )( 2 ) 12/23/2022 P 2,979 A $ 34.9725 133,222 I By Hill Path D Fund LP( 3 )
Common Stock( 1 )( 2 ) 12/23/2022 P 53,879 A $ 34.9383 956,502 I By Hill Path G Fund LP( 4 )
Common Stock( 1 )( 2 ) 12/23/2022 P 37,912 A $ 34.9725 994,414 I By Hill Path G Fund LP( 4 )
Common Stock( 1 )( 2 ) 12/23/2022 P 16,888 A $ 34.9383 544,716 I By Hill Path J Fund LP( 5 )
Common Stock( 1 )( 2 ) 12/23/2022 P 11,884 A $ 34.9725 556,600 I By Hill Path J Fund LP( 5 )
Common Stock( 1 )( 2 ) 12/27/2022 P 6,209 A $ 34.8713 139,431 I By Hill Path D Fund LP( 3 )
Common Stock( 1 )( 2 ) 12/27/2022 P 5,217 A $ 34.799 144,648 I By Hill Path D Fund LP( 3 )
Common Stock( 1 )( 2 ) 12/27/2022 P 79,022 A $ 34.8713 1,073,436 I By Hill Path G Fund LP( 4 )
Common Stock( 1 )( 2 ) 12/27/2022 P 66,398 A $ 34.799 1,139,834 I By Hill Path G Fund LP( 4 )
Common Stock( 1 )( 2 ) 12/27/2022 P 24,769 A $ 34.8713 581,369 I By Hill Path J Fund LP( 5 )
Common Stock( 1 )( 2 ) 12/27/2022 P 20,812 A $ 34.799 602,181 I By Hill Path J Fund LP( 5 )
Common Stock( 1 )( 2 ) 2,095,246 I By Hill Path Capital Partners LP( 6 )
Common Stock( 1 )( 2 ) 2,869,527 I By Hill Path Capital Partners II LP( 7 )
Common Stock( 1 )( 2 ) 53,231 I By Hill Path Capital Co-Investment Partners LP( 8 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hill Path Capital Partners LP
150 EAST 58TH STREET
33RD FLOOR
NEW YORK, NY10155
SEE EXPLANATION OF RESPONSES
Hill Path Capital Partners II LP
150 EAST 58TH STREET
33RD FLOOR
NEW YORK, NY10155
SEE EXPLANATION OF RESPONSES
Hill Path Capital Co-Investment Partners LP
150 EAST 58TH STREET
33RD FLOOR
NEW YORK, NY10155
SEE EXPLANATION OF RESPONSES
Hill Path Capital Partners GP LLC
150 EAST 58TH STREET
33RD FLOOR
NEW YORK, NY10155
SEE EXPLANATION OF RESPONSES
Hill Path Capital Partners II GP LLC
150 EAST 58TH STREET
33RD FLOOR
NEW YORK, NY10155
SEE EXPLANATION OF RESPONSES
Hill Path Investment Holdings LLC
150 EAST 58TH STREET
33RD FLOOR
NEW YORK, NY10155
SEE EXPLANATION OF RESPONSES
Hill Path Investment Holdings II LLC
150 EAST 58TH STREET
33RD FLOOR
NEW YORK, NY10155
SEE EXPLANATION OF RESPONSES
Hill Path Capital LP
150 EAST 58TH STREET
33RD FLOOR
NEW YORK, NY10155
X
Hill Path Holdings LLC
150 EAST 58TH STREET
33RD FLOOR
NEW YORK, NY10155
X
ROSS SCOTT I
150 EAST 58TH STREET
33RD FLOOR
NEW YORK, NY10155
X
Signatures
Hill Path Capital Partners LP, By: Hill Path Capital Partners GP LLC, By: /s/ Scott Ross, Managing Partner 12/27/2022
Signature of Reporting Person Date
Hill Path Capital Partners II LP, By: Hill Path Capital Partners II GP LLC, By: /s/ Scott Ross, Managing Partner 12/27/2022
Signature of Reporting Person Date
Hill Path Capital Co-Investment Partners LP, By: Hill Path Capital Partners GP LLC, By: /s/ Scott Ross, Managing Partner 12/27/2022
Signature of Reporting Person Date
Hill Path Capital Partners GP LLC, By: Hill Path Investment Holdings LLC, By: /s/ Scott Ross, Managing Partner 12/27/2022
Signature of Reporting Person Date
Hill Path Capital Partners II GP LLC, By: Hill Path Investment Holdings II LLC, By: /s/ Scott Ross, Managing Partner 12/27/2022
Signature of Reporting Person Date
Hill Path Investment Holdings LLC, By: /s/ Scott Ross, Managing Partner 12/27/2022
Signature of Reporting Person Date
Hill Path Investment Holdings II LLC, By: /s/ Scott Ross, Managing Partner 12/27/2022
Signature of Reporting Person Date
Hill Path Capital LP, By: Hill Path Holdings LLC, By: /s/ Scott Ross, Managing Partner 12/27/2022
Signature of Reporting Person Date
Hill Path Holdings LLC, By: /s/ Scott Ross, Managing Partner 12/27/2022
Signature of Reporting Person Date
By: /s/ Scott Ross 12/27/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is filed jointly by Hill Path Capital Partners LP ("Hill Path Capital"), Hill Path Capital Partners II LP ("Hill Path Capital II"), Hill Path Co-Investment Partners LP ("Hill Path Co-Investment"), Hill Path D Fund LP ("Hill Path D Fund"), Hill Path G Fund LP ("Hill Path G Fund"), Hill Path J Fund LP ("Hill Path J Fund"), Hill Path Capital Partners GP LLC ("Hill Path GP"), Hill Path Capital Partners II GP LLC ("Hill Path GP II"), HP D GP LLC ("HP D GP"), HP G GP LLC ("HP G GP"), HP J GP LLC ("HP J GP"), Hill Path Investment Holdings LLC ("Hill Path Investment Holdings"), Hill Path Investment Holdings II LLC ("Hill Path Investment Holdings II"), Hill Path Capital LP ("Hill Path"), Hill Path Holdings LLC ("Hill Path Holdings") and Scott Ross ("Mr. Ross," and collectively with the aforementioned entities, the "Reporting Persons").
( 2 )To enable the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock (the "Common Stock"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
( 3 )Shares of Common Stock owned directly by Hill Path D Fund. HP D GP, as the general partner of Hill Path D Fund, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path D Fund. Hill Path Investment Holdings II, as the managing member of HP D GP, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path D Fund. Hill Path, as the investment manager of Hill Path D Fund, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path D Fund. Hill Path Holdings, as the general partner of Hill Path, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path D Fund. Mr. Ross, as the managing partner of each of Hill Path Investment Holdings II, Hill Path and Hill Path Holdings, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path D Fund.
( 4 )Shares of Common Stock owned directly by Hill Path G Fund. HP G GP, as the general partner of Hill Path G Fund, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path G Fund. Hill Path Investment Holdings II, as the managing member of HP G GP, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path G Fund. Hill Path, as the investment manager of Hill Path G Fund, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path G Fund. Hill Path Holdings, as the general partner of Hill Path, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path G Fund. Mr. Ross, as the managing partner of each of Hill Path Investment Holdings II, Hill Path and Hill Path Holdings, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path G Fund.
( 5 )Shares of Common Stock owned directly by Hill Path J Fund. HP J GP, as the general partner of Hill Path J Fund, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path J Fund. Hill Path Investment Holdings II, as the managing member of HP J GP, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path J Fund. Hill Path, as the inve stment manager of Hill Path J Fund, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path J Fund. Hill Path Holdings, as the general partner of Hill Path, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path J Fund. Mr. Ross, as the managing partner of each of Hill Path Investment Holdings II, Hill Path and Hill Path Holdings, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path J Fund.
( 6 )Shares of Common Stock owned directly by Hill Path Capital. Hill Path GP, as the general partner of Hill Path Capital, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Capital. Hill Path Investment Holdings, as the managing member of Hill Path GP, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Capital. Hill Path, as the investment manager of Hill Path Capital, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Capital. Hill Path Holdings, as the general partner of Hill Path, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Capital. Mr. Ross, as the managing partner of each of Hill Path Investment Holdings, Hill Path and Hill Path Holdings, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Capital.
( 7 )Shares of Common Stock owned directly by Hill Path Capital II. Hill Path GP II, as the general partner of Hill Path Capital II, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Capital II. Hill Path Investment Holdings II, as the managing member of Hill Path GP II, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Capital II. Hill Path, as the investment manager of Hill Path Capital II, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Capital II. Hill Path Holdings, as the general partner of Hill Path, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Capital II. Mr. Ross, as the managing partner of each of Hill Path Investment Holdings II, Hill Path and Hill Path Holdings, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Capital II.
( 8 )Shares of Common Stock owned directly by Hill Path Co-Investment. Hill Path GP, as the general partner of Hill Path Co-Investment, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Co-Investment. Hill Path Investment Holdings, as the managing member of Hill Path GP, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Co-Investment. Hill Path, as the investment manager of Hill Path Co-Investment, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Co-Investment. Hill Path Holdings, as the general partner of Hill Path, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Co-Investment. Mr. Ross, as the managing partner of each of Hill Path Investment Holdings, Hill Path and Hill Path Holdings, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Co-Investment.

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