Sec Form 4 Filing - Pacific Alliance Group Ltd @ SeaWorld Entertainment, Inc. - 2019-05-27

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 Pacific Alliance Group Ltd 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) C/O 15/F., AIA CENTRAL, 1 CONNAUGHT ROAD CENTRAL 3. Date of Earliest Transaction (MM/DD/YY) 05/27/2019 (Street) HONG KONG, K300000 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 Shares, par value $0.01 per share 05/27/2019 S 13,214,000 ( 1 ) ( 2 ) D $ 26.71 6,238,063 I See Footnotes ( 1 ) ( 4 ) ( 5 ) ( 6 ) Common Shares, par value $0.01 per share 05/27/2019 S 5,615,874 ( 1 ) ( 3 ) D $ 26.71 622,189 I See Footnotes ( 1 ) ( 4 ) ( 5 ) ( 6 )

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 Pacific Alliance Group Ltd C/O 15/F., AIA CENTRAL 1 CONNAUGHT ROAD CENTRAL HONG KONG, K300000 X PAG Holdings Ltd C/O 15/F., AIA CENTRAL 1 CONNAUGHT ROAD CENTRAL HONG KONG, K300000 X Pacific Alliance Investment Management Ltd C/O 15/F., AIA CENTRAL 1 CONNAUGHT ROAD CENTRAL HONG KONG, K300000 X PA Grand Opportunity II Ltd. C/O 15/F., AIA CENTRAL 1 CONNAUGHT ROAD CENTRAL HONG KONG, K300000 X PA Eminent Opportunity VI Ltd C/O 15/F., AIA CENTRAL 1 CONNAUGHT ROAD CENTRAL HONG KONG, K300000 X Signatures PAG HOLDINGS LIMITED By: /s/ Derek Roy Crane Name: Derek Roy Crane Title: Director 05/29/2019 Signature of Reporting Person Date PACIFIC ALLIANCE GROUP LIMITED By: /s/ Derek Roy Crane Name: Derek Roy Crane Title: Director 05/29/2019 Signature of Reporting Person Date PACIFIC ALLIANCE INVESTMENT MANAGEMENT LIMITED By: /s/ Derek Roy Crane Name: Derek Roy Crane Title: Director 05/29/2019 Signature of Reporting Person Date PA GRAND OPPORTUNITY II LIMITED By: /s/ Derek Roy Crane Name: Derek Roy Crane Title: Director of PAX Secretaries Limited, Sole Director of PA Grand Opportunity II Limited 05/29/2019 Signature of Reporting Person Date PA EMINENT OPPORTUNITY VI LIMITED By: /s/ Derek Roy Crane Name: Derek Roy Crane Title: Director of PAX Secretaries Limited, Sole Director of PA Eminent Opportunity VI Limited 05/29/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Common Stock (the "Shares") are held in the name of a security agent (the "Security Agent") on behalf of PA Eminent Opportunity VI Limited ("PA Opportunity VI") and a junior investor (the "Junior Investor"). ( 2 )On May 27, 2019, the Security Agent, on behalf of the Reporting Persons, entered into a stock purchase agreement with Hill Path Capital LP and certain of its affiliates pursuant to which the Security Agent agreed to sell 13,214,000 Shares. The transaction is expected to close on or about May 30, 2019, subject to the satisfaction of customary closing conditions. ( 3 )On May 27, 2019, the Security Agent, on behalf of the Reporting Persons, entered into a share repurchase agreement with the Issuer pursuant to which it agreed to sell 5,615,874 Shares. The transaction is expected to close on or about May 30, 2019, subject to the satisfaction of customary closing conditions. ( 4 )PAG Holdings Limited ("PAG Holdings") owns 99.2% of the equity interests in Pacific Alliance Group Limited ("PAG Limited"), each a company organized under the laws of the Cayman Islands. PAG Limited owns 90.0% of the equity interests in Pacific Alliance Investment Management Limited ("Pacific Alliance Investment Management"), a company organized under the laws of Cayman Islands, acting as the investment manager of Pacific Alliance Asia Opportunity Fund L.P. and PAG Asia Loan Fund II L.P, each a limited exempted partnership established under the laws of the Cayman Islands. Pacific Alliance Asia Opportunity Fund L.P. and PAG Asia Loan Fund II L.P. own 50.0% and 23.3% of the equity interests, respectively, in PA Grand Opportunity II Limited ("PA Opportunity II"), a company organized under the laws of British Virgin Islands. ( 5 )PA Opportunity II owns 100.0% of the equity interests of PA Opportunity VI, a company organized under the laws of British Virgin Islands. Therefore, the Shares may be deemed to be beneficially owned by PAG Holdings, PAG Limited, Pacific Alliance Investment Management, PA Opportunity II and PA Opportunity VI. ( 6 )This Form 4 is jointly filed by (i) PAG Holdings, (ii) PAG Limited, (iii) Pacific Alliance Investment Management, (iv) PA Opportunity II and (v) PA Opportunity VI. Each of the Reporting Persons hereunder disclaims beneficial ownership of the Shares except to the extent of its pecuniary interest therein. The Security Agent does not have discretionary authority over the Shares; the Junior Investor has certain limited discretionary authority over the Shares, but will not have the power to vote or dispose of the Shares until the debt owed to PA Opportunity VI that is secured by the Shares is fully discharged (assuming the Security Agent still holds the Shares at that time).

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).

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