Sec Form 4 Filing - SW Cayman L.P. @ SeaWorld Entertainment, Inc. - 2013-04-24

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 SW Cayman L.P. 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 THE BLACKSTONE GROUP L.P., 345 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 04/24/2013 (Street) NEW YORK, NY10154 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 04/24/2013 S 15,550,664 D $ 25.38 ( 1 ) 45,906,268 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 13 ) ( 14 ) ( 15 ) ( 16 ) ( 17 ) Common Stock 04/24/2013 S 485,394 D $ 25.38 ( 1 ) 1,432,904 I See Footnotes ( 1 ) ( 2 ) ( 4 ) ( 13 ) ( 14 ) ( 15 ) ( 16 ) ( 17 ) Common Stock 04/24/2013 S 545,910 D $ 25.38 ( 1 ) 1,611,551 I See Footnotes ( 1 ) ( 2 ) ( 5 ) ( 13 ) ( 14 ) ( 15 ) ( 16 ) ( 17 ) Common Stock 04/24/2013 S 498,058 D $ 25.38 ( 1 ) 1,470,291 I See Footnotes ( 1 ) ( 2 ) ( 6 ) ( 13 ) ( 14 ) ( 15 ) ( 16 ) ( 17 ) Common Stock 04/24/2013 S 178,931 D $ 25.38 ( 1 ) 528,213 I See Footnotes ( 1 ) ( 2 ) ( 7 ) ( 13 ) ( 14 ) ( 15 ) ( 16 ) ( 17 ) Common Stock 04/24/2013 S 560,746 D $ 25.38 ( 1 ) 1,655,347 I See Footnotes ( 1 ) ( 2 ) ( 8 ) ( 13 ) ( 14 ) ( 15 ) ( 16 ) ( 17 ) Common Stock 04/24/2013 S 438,240 D $ 25.38 ( 1 ) 1,293,705 I See Footnotes ( 1 ) ( 2 ) ( 9 ) ( 13 ) ( 14 ) ( 15 ) ( 16 ) ( 17 ) Common Stock 04/24/2013 S 667,462 D $ 25.38 ( 1 ) 1,970,378 I See Footnotes ( 1 ) ( 2 ) ( 10 ) ( 13 ) ( 14 ) ( 15 ) ( 16 ) ( 17 ) Common Stock 04/24/2013 S 730,946 D $ 25.38 ( 1 ) 2,157,788 I See Footnotes ( 1 ) ( 2 ) ( 11 ) ( 13 ) ( 14 ) ( 15 ) ( 16 ) ( 17 ) Common Stock 04/24/2013 S 243,649 D $ 25.38 ( 1 ) 719,263 I See Footnotes ( 1 ) ( 2 ) ( 12 ) ( 13 ) ( 14 ) ( 15 ) ( 16 ) ( 17 )

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 SW Cayman L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY10154 X SW Cayman A L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY10154 X SW Cayman B L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY10154 X SW Cayman C L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY10154 X SW Delaware D L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY10154 X SW Cayman E L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY10154 X SW Cayman F L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY10154 X SW Cayman Co-Invest L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY10154 X SW Cayman (GS) L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY10154 X SW Cayman (GSO) L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY10154 X Signatures SW CAYMAN L.P.; By: SW Cayman Limited, its general partner; By: Blackstone Capital Partners (Cayman III) V L.P., its general partner; By: BCP V GP L.L.C., its general partner; By: /s/ John G. Finley; Title: Chief Legal Officer 04/25/2013 Signature of Reporting Person Date SW CAYMAN A L.P.; By: SW Cayman Limited, its general partner; By: Blackstone Capital Partners (Cayman III) V L.P., its general partner; By: BCP V GP L.L.C., its general partner; By: /s/ John G. Finley; Title: Chief Legal Officer 04/25/2013 Signature of Reporting Person Date SW CAYMAN B L.P.; By: SW Cayman Limited, its general partner; By: Blackstone Capital Partners (Cayman III) V L.P., its general partner; By: BCP V GP L.L.C., its general partner; By: /s/ John G. Finley; Title: Chief Legal Officer 04/25/2013 Signature of Reporting Person Date SW CAYMAN C L.P.; By: SW Cayman Limited, its general partner; By: Blackstone Capital Partners (Cayman III) V L.P., its general partner; By: BCP V GP L.L.C., its general partner; By: /s/ John G. Finley; Title: Chief Legal Officer 04/25/2013 Signature of Reporting Person Date SW DELAWARE D L.P.; By: SW Cayman Limited, its general partner; By: Blackstone Capital Partners (Cayman III) V L.P., its general partner; By: BCP V GP L.L.C., its general partner; By: /s/ John G. Finley; Title: Chief Legal Officer 04/25/2013 Signature of Reporting Person Date SW CAYMAN E L.P.; By: SW Cayman Limited, its general partner; By: Blackstone Capital Partners (Cayman III) V L.P., its general partner; By: BCP V GP L.L.C., its general partner; By: /s/ John G. Finley; Title: Chief Legal Officer 04/25/2013 Signature of Reporting Person Date SW CAYMAN F L.P.; By: SW Cayman Limited, its general partner; By: Blackstone Capital Partners (Cayman III) V L.P., its general partner; By: BCP V GP L.L.C., its general partner; By: /s/ John G. Finley; Title: Chief Legal Officer 04/25/2013 Signature of Reporting Person Date SW CAYMAN CO-INVEST L.P.; By: SW Cayman Limited, its general partner; By: Blackstone Capital Partners (Cayman III) V L.P., its general partner; By: BCP V GP L.L.C., its general partner; By: /s/ John G. Finley; Title: Chief Legal Officer 04/25/2013 Signature of Reporting Person Date SW CAYMAN (GS) L.P.; By: SW Cayman Limited, its general partner; By: Blackstone Capital Partners (Cayman III) V L.P., its general partner; By: BCP V GP L.L.C., its general partner; By: /s/ John G. Finley; Title: Chief Legal Officer 04/25/2013 Signature of Reporting Person Date SW CAYMAN (GSO) L.P.; By: SW Cayman Limited, its general partner; By: Blackstone Capital Partners (Cayman III) V L.P., its general partner; By: BCP V GP L.L.C., its general partner; By: /s/ John G. Finley; Title: Chief Legal Officer 04/25/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This amount represents the $27.00 initial public offering price per share of Common Stock, par value $0.01 per share ("Common Stock"), of SeaWorld Entertainment, Inc. (the "Issuer"), less the underwriting discount of $1.62 per share of Common Stock. ( 2 )These shares represent Common Stock that is directly held by the Partnerships (as defined below). ( 3 )These securities are directly held by SW Cayman L.P. ("SWC"). ( 4 )These securities are directly held by SW Cayman A L.P. ("SWCA"). ( 5 )These securities are directly held by SW Cayman B L.P. ("SWCB"). ( 6 )These securities are directly held by SW Cayman C L.P. ("SWCC"). ( 7 )These securities are directly held by SW Delaware D L.P. ("SWDD"). ( 8 )These securities are directly held by SW Cayman E L.P. ("SWCE"). ( 9 )These securities are directly held by SW Cayman F L.P. ("SWCF"). ( 10 )These securities are directly held by SW Cayman Co-Invest L.P. ("SWCCI"). ( 11 )These securities are directly held by SW Cayman (GS) L.P. ("SWCGS"). ( 12 )These securities are directly held by SW Cayman (GSO) L.P. (together with SWC, SWCA, SWCB, SWCC, SWDD, SWCE, SWCF, SWCCI and SWCGS, the "Partnerships"). ( 13 )Under the terms of the partnership agreements of the Partnerships, the general partner determines any voting and dispositions decisions with respect to the shares of Common Stock held by the Partnerships. In certain circumstances, Blackstone and certain co-investors in the Partnerships are permitted to surrender their interests in the Partnerships to the Partnerships and receive shares of Common Stock held by the Partnerships. ( 14 )The general partner of each of the Partnerships is SW Cayman Limited. SW Cayman Limited is wholly owned by Blackstone Capital Partners (Cayman III) V L.P. The general partner of Blackstone Capital Partners (Cayman III) V L.P. is Blackstone Management Associates (Cayman) V L.P. The general partner of Blackstone Management Associates (Cayman) V L.P. is BCP V GP L.L.C. The sole member of BCP V GP L.L.C. is Blackstone Holdings III L.P. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. ( 15 )The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. As a result of his control of Blackstone Group Management L.L.C., Mr. Schwarzman may be deemed to have voting and investment power with respect to the shares held by the Partnerships. ( 16 )Each of such Blackstone entities and Mr. Schwarzman may be deemed to beneficially own the shares beneficially owned by the Partnerships directly or indirectly controlled by it or him, but each (other than the Partnerships to the extent of their direct holdings) disclaims beneficial ownership of such shares, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. ( 17 )Due to the limitations of the Securities and Exchange Commission's EDGAR system, SW Cayman Limited, Blackstone Capital Partners (Cayman III) V L.P., Blackstone Management Associates (Cayman) V L.P., BCP V GP L.L.C., Blackstone Holdings III L.P., Blackstone Holdings III GP L.P., Blackstone Holdings III GP Management L.L.C., The Blackstone Group L.P., Blackstone Group Management L.L.C. and Stephen A. Schwarzman have filed a separate Form 4.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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