Sec Form 4 Filing - Hill Path Capital Partners LP @ SeaWorld Entertainment, Inc. - 2019-06-12

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
SeaWorld Entertainment, Inc. [ SEAS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
150 EAST 58TH STREET, 32ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/12/2019
(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 ) 06/12/2019 A 4,051 A $ 0 20,526 ( 3 ) I By Scott I. Ross
Common Stock ( 1 ) ( 2 ) 5,885,065 I By Hill Path Capital Partners LP ( 4 )
Common Stock ( 1 ) ( 2 ) 176,201 I By Hill Path Capital Co-Investment Partners LP ( 5 )
Common Stock ( 1 ) ( 2 ) 6,109,962 I By Hill Path Capital Partners Co-Investment E LP ( 6 )
Common Stock ( 1 ) ( 2 ) 402,016 I By Hill Path Capital Partners Co-Investment E2 LP ( 7 )
Common Stock ( 1 ) ( 2 ) 1,334,162 I By Hill Path Capital Partners-H LP ( 8 )
Common Stock ( 1 ) ( 2 ) 83,900 I By Hill Path Capital Partners Co-Investment S LP ( 9 )
Common Stock ( 1 ) ( 2 ) 10,518,006 I By HEP Fund LP ( 10 )
Common Stock ( 1 ) ( 2 ) 2,695,994 I By HM Fund LP ( 11 )
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
32ND FLOOR
NEW YORK, NY10155
X
Hill Path Capital Partners-H LP
150 EAST 58TH STREET
32ND FLOOR
NEW YORK, NY10155
X
Hill Path Capital Co-Investment Partners LP
150 EAST 58TH STREET
32ND FLOOR
NEW YORK, NY10155
X
Hill Path Capital Partners Co-Investment E LP
150 EAST 58TH STREET
32ND FLOOR
NEW YORK, NY10155
X
Hill Path Capital Partners Co-Investment E2 LP
150 EAST 58TH STREET
32ND FLOOR
NEW YORK, NY10155
X
Hill Path Capital Partners GP LLC
150 EAST 58TH STREET
32ND FLOOR
NEW YORK, NY10155
X
Hill Path Capital Partners E GP LLC
150 EAST 58TH STREET
32ND FLOOR
NEW YORK, NY10155
X
Hill Path Investment Holdings LLC
150 EAST 58TH STREET
32ND FLOOR
NEW YORK, NY10155
X
Hill Path Capital LP
150 EAST 58TH STREET
32ND FLOOR
NEW YORK, NY10155
X
ROSS SCOTT I
150 EAST 58TH STREET
32ND FLOOR
NEW YORK, NY10155
X X
Signatures
Hill Path Capital Partners LP, By: Hill Path Capital Partners GP LLC, By: /s/ Scott I. Ross, Managing Partner 06/14/2019
Signature of Reporting Person Date
Hill Path Capital Partners-H LP, By: Hill Path Capital Partners GP LLC, By: /s/ Scott I. Ross, Managing Partner 06/14/2019
Signature of Reporting Person Date
Hill Path Capital Co-Investment Partners LP, By: Hill Path Capital Partners GP LLC, By: /s/ Scott I. Ross, Managing Partner 06/14/2019
Signature of Reporting Person Date
Hill Path Capital Partners Co-Investment E LP, By: Hill Path Capital Partners E GP LLC, By: /s/ Scott I. Ross, Managing Partner 06/14/2019
Signature of Reporting Person Date
Hill Path Capital Partners Co-Investment E2 LP, By: Hill Path Capital Partners E GP LLC, By: /s/ Scott I. Ross, Managing Partner 06/14/2019
Signature of Reporting Person Date
Hill Path Capital Partners GP LLC, By: Hill Path Investment Holdings LLC, By: /s/ Scott I. Ross, Managing Partner 06/14/2019
Signature of Reporting Person Date
Hill Path Capital Partners E GP LLC, By: Hill Path Investment Holdi ngs LLC, By: /s/ Scott I. Ross, Managing Partner 06/14/2019
Signature of Reporting Person Date
Hill Path Investment Holdings LLC, By: /s/ Scott I. Ross, Managing Partner 06/14/2019
Signature of Reporting Person Date
Hill Path Capital LP, By: Hill Path Holdings LLC, By: /s/ Scott I. Ross, Managing Partner 06/14/2019
Signature of Reporting Person Date
By: /s/ Scott I. Ross 06/14/2019
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 Co-Investment Partners LP ("Hill Path Co-Investment"), Hill Path Capital Partners-H LP ("Hill Path H"), Hill Path Capital Partners Co-Investment E LP ("Hill Path E"), Hill Path Capital Partners Co-Investment E2 LP ("Hill Path E2"), Hill Path Capital Partners Co-Investment S LP ("Hill Path S"), HEP Fund LP ("HEP Fund"), HM Fund LP ("HM Fund"), Hill Path Capital Partners GP LLC ("Hill Path GP"), Hill Path Capital Partners E GP LLC ("Hill Path E GP"), Hill Path Capital Partners S GP LLC ("Hill Path S GP"), HE GP LLC ("HE GP"), HM GP LLC "(HM GP"), Hill Path Investment Holdings LLC ("Hill Path Investment Holdings"), Hill Path Capital LP ("Hill Path"), Hill Path Holdings LLC ("Hill Path Holdings") and Scott I. Ross (collectively, the "Reporting Persons").
( 2 )To enable all of 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 owns more than 10% of the Issuer's outstanding shares of Common Stock. Mr. Ross is also a director of the Issuer. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock 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 shares of Common Stock for purposes of Section 16 or for any other purpose.
( 3 )Represents both deferred stock units granted pursuant to the Issuer's Outside Directors Compensation Plan, as amended, which vest 100% on the day before the 2020 Annual Stockholders Meeting of the Issuer, and the shares subject to these units will be issued to Mr. Ross three months after Mr. Ross' "separation from service" as a director pursuant to the terms of the award agreement, as well as restricted stock units granted pursuant to the Issuer's 2017 Omnibus Incentive Plan, which vest in three yearly installments begining in November 2018.
( 4 )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.
( 5 )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.
( 6 )Shares of Common Stock owned directly by Hill Path E. Hill Path E GP, as the general partner of Hill Path E, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path E. Hill Path Investment Holdings, as the managing member of Hill Path E GP, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path E. Hill Path, as the investment manager of Hill Path E, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path E. 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 E. 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 E.
( 7 )Shares of Common Stock owned directly by Hill Path E2. Hill Path E GP, as the general partner of Hill Path E2, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path E2. Hill Path Investment Holdings, as the managing member of Hill Path E GP, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path E2. Hill Path, as the investment manager of Hill Path E2, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path E2. 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 E2. 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 E2.
( 8 )Shares of Common Stock owned directly by Hill Path H. Hill Path GP, as the general partner of Hill Path H, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path H. 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 H. Hill Path, as the investment manager of Hill Path H, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path H. 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 H. 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 H.
( 9 )Shares of Common Stock owned directly by Hill Path S. Hill Path S GP, as the general partner of Hill Path S, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path S. Hill Path Investment Holdings, as the managing member of Hill Path S GP, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path S. Hill Path, as the investment manager of Hill Path S, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path S. 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 S. 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 S.
( 10 )Shares of Common Stock owned directly by HEP Fund. HE GP, as the general partner of HEP Fund, may be deemed to beneficially own the shares of Common Stock owned directly by HEP Fund. Hill Path Investment Holdings, as the managing member of HE GP, may be deemed to beneficially own the shares of Common Stock owned directly by HEP Fund. Hill Path, as the investment management of HEP Fund, may be deemed to beneficially own the shares of Common Stock owned directly by HEP 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 HEP Fund. Mr. Ross, as the managing member 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 HEP Fund.
( 11 )Shares of Common Stock owned directly by HM Fund. HM GP, as the general partner of HM Fund, may be deemed to beneficially own the shares of Common Stock owned directly by HM Fund. Hill Path Investment Holdings, as the managing member of HM GP, may be deemed to beneficially own the shares of Common Stock owned directly by HM Fund. Hill Path, as the investment management of HM Fund, may be deemed to beneficially own the shares of Common Stock owned directly by HM 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 HM Fund. Mr. Ross, as the managing member 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 HM Fund.

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