Sec Form 4 Filing - Hill Path Capital Partners Co-Investment S LP @ SeaWorld Entertainment, Inc. - 2020-06-25

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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 Co-Investment S 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)
06/25/2020
(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 ) 31,785 I By Scott Ross
Common Stock ( 1 ) ( 2 ) 5,885,065 I By Hill Path Capital Partners LP ( 3 )
Common Stock ( 1 ) ( 2 ) 176,201 I By Hill Path Capital Co-Investment Partners LP ( 4 )
Common Stock ( 1 ) ( 2 ) 6,109,962 I By Hill Path Capital Partners Co-Investment E LP ( 5 )
Common Stock ( 1 ) ( 2 ) 402,016 I By Hill Path Capital Partners Co-Investment E2 LP ( 6 )
Common Stock ( 1 ) ( 2 ) 1,334,162 I By Hill Path Capital Partners-H LP ( 7 )
Common Stock ( 1 ) ( 2 ) 83,900 I By Hill Path Capital Partners Co-Investment S LP ( 8 )
Common Stock ( 1 ) ( 2 ) 10,518,006 I By HEP Fund LP ( 9 )
Common Stock ( 1 ) ( 2 ) 2,695,994 I By HM Fund LP ( 10 )
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 ( 13 ) ( 13 ) 06/25/2020 P/K 412,820 ( 13 ) 06/08/2027( 14 ) Common Stock 412,820 $ 14.2042 412,820 I By HAT Fund LP ( 11 )
Cash-Settled Total Return Swap ( 13 ) ( 13 ) 06/25/2020 P/K 170,259 ( 13 ) 06/08/2027( 14 ) Common Stock 170,259 $ 14.2042 170,259 I By HAT Fund II LP ( 12 )
Cash-Settled Total Return Swap ( 13 ) ( 13 ) 06/26/2020 P/K 420,805 ( 13 ) 06/08/2027( 14 ) Common Stock 420,805 $ 13.8449 420,805 I By HAT Fund LP ( 11 )
Cash-Settled Total Return Swap ( 13 ) ( 13 ) 06/26/2020 P/K 173,552 ( 13 ) 06/08/2027( 14 ) Common Stock 173,552 $ 13.8449 173,552 I By HAT Fund II LP ( 12 )
Cash-Settled Total Return Swap ( 13 ) ( 13 ) 06/29/2020 P/K 228,050 ( 13 ) 06/08/2027( 14 ) Common Stock 228,050 $ 14.3245 228,050 I By HAT Fund LP ( 11 )
Cash-Settled Total Return Swap ( 13 ) ( 13 ) 06/29/2020 P/K 94,055 ( 13 ) 06/08/2027( 14 ) Common Stock 94,055 $ 14.3245 94,055 I By HAT Fund II LP ( 12 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hill Path Capital Partners Co-Investment S LP
150 EAST 58TH STREET
32ND FLOOR
NEW YORK, NY10155
X
Hill Path Capital Partners S GP LLC
150 EAST 58TH STREET
32ND FLOOR
NEW YORK, NY10155
X
Hill Path Holdings LLC
150 EAST 58TH STREET
32ND FLOOR
NEW YORK, NY10155
X
HEP FUND LP
150 EAST 58TH STREET
32ND FLOOR
NEW YORK, NY10155
X
HM FUND LP
150 EAST 58TH STREET
32ND FLOOR
NEW YORK, NY10155
X
HAT Fund LP
150 EAST 58TH STREET
32ND FLOOR
NEW YORK, NY10155
See Footnotes
HAT Fund II LP
150 EAST 58TH STREET
32ND FLOOR
NEW YORK, NY10155
See Footnotes
HE GP LLC
150 EAST 58TH STREET
32ND FLOOR
NEW YORK, NY10155
X
HM GP LLC
150 EAST 58TH STREET
32ND FLOOR
NEW YORK, NY10155
X
Signatures
Hill Path Capital Partners Co-Investment S LP, By: Hill Path Capital Partners S GP LLC, By: /s/ Scott Ross, Managing Partner 06/29/2020
Signature of Reporting Person Date
Hill Path Capital Partners S GP LLC, By: Hill Path Investment Holdings LLC, By: /s/ Scott Ross, Managing Partner 06/29/2020
Signature of Reporting Person Date
Hill Path Holdings LLC, By: /s/ Scott Ross, Managing Partner 06/29/2020
Signature of Reporting Person Date
HEP Fund LP, By: HE GP LLC, By: /s/ Scott Ross, Managing Partner 06/29/2020
Signature of Reporting Person Date
HM Fund LP, By: HM GP LLC, By: /s/ Scott Ross, Managing Partner 06/29/2020
Signature of Reporting Person Date
HAT Fund LP, By: Hill Path Capital LP, By: /s/ Scott Ross, Managing Partner 06/29/2020
Signature of Reporting Person Date
HAT Fund II LP, By: Hill Path Capital LP, By: /s/ Scott Ross, Managing Partner 06/29/2020
Signature of Reporting Person Date
HM GP LLC, By: Hill Path Investment Holdings LLC, By: /s/ Scott Ross, Managing Partner 06/29/2020
Signature of Reporting Person Date
HEP GP LLC, By: Hill Path Investment Holdings LLC, By: /s/ Scott Ross, Managing Partner 06/29/2020
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"), HAT Fund LP ("HAT Fund"), HAT Fund II LP ("HAT Fund II"), 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 Ross ("Mr. Ross," and collectively with the aforementioned entities, 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 second 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 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 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.
( 4 )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.
( 5 )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.
( 6 )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.
( 7 )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.
( 8 )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.
( 9 )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 manager 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.
( 10 )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 manager 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.
( 11 )Securities owned directly by HAT Fund. Hill Path, as the investment manager of HAT Fund, may be deemed to beneficially own the securities owned directly by HAT Fund. Hill Path Holdings, as the general partner of Hill Path, may be deemed to beneficially own the securities owned directly by HAT Fund. Mr. Ross, as the managing member of each of Hill Path and Hill Path Holdings, may be deemed to beneficially own the securities owned directly by HAT Fund.
( 12 )Securities owned directly by HAT Fund II. Hill Path, as the investment manager of HAT Fund II, may be deemed to beneficially own the securities owned directly by HAT Fund II. Hill Path Holdings, as the general partner of Hill Path, may be deemed to beneficially own the securities owned directly by HAT Fund II. Mr. Ross, as the managing member of each of Hill Path and Hill Path Holdings, may be deemed to beneficially own the securities owned directly by HAT Fund II.
( 13 )To date, HAT Fund and HAT Fund II (collectively, the "HAT Funds") have entered into cash-settled total return swap agreements with an unaffiliated third party financial institution as the counterparty (collectively, the "Swaps") that establish economic exposure to an aggregate of 1,772,820 notional shares of Common Stock and an aggregate of 731,163 notional shares of Common Stock, respectively. To date, the Swaps provide the HAT Funds with economic exposure to an aggregate of 2,503,983 notional shares of Common Stock (the "Subject Shares") and provide the HAT Funds with economic results that are comparable to the economic results of ownership but do not provide the HAT Funds with the power to vote or direct the voting or dispose of or direct the disposition of the Subject Shares. The transactions reported herein were effected in compliance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
( 14 )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.

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