Sec Form 4 Filing - DUFFEY JOHN M @ Six Flags Entertainment Corp - 2016-02-17

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 DUFFEY JOHN M 2. Issuer Name and Ticker or Trading Symbol Six Flags Entertainment Corp [ SIX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, CEO (Last) (First) (Middle) C/O SIX FLAGS, 924 AVENUE J EAST 3. Date of Earliest Transaction (MM/DD/YY) 02/17/2016 (Street) GRAND PRAIRIE, TX75050 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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, par value $0.025 per share 02/17/2016 A 100,000 ( 1 ) A $ 0 813,671 ( 2 ) D Common Stock, par value $0.025 per share 02/17/2016 A 14,088 ( 3 ) A $ 0 827,759 D Common Stock, par value $0.025 per share 16,000 I By Reporting Person's Wife as trustee of family trust UAD 11-22-2005 ( 4 ) Common Stock, par value $0.025 per share 96,000 I By Reporting Person's Wife as trustee of family trust UAD 02-28-2006 ( 4 )

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 Employee Stock Option (Right to Buy) $ 51.38 02/19/2016 A 250,000 ( 5 ) 02/19/2026 Common Stock, par value $0.25 per share 250,000 $ 0 250,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DUFFEY JOHN M C/O SIX FLAGS 924 AVENUE J EAST GRAND PRAIRIE, TX75050 X President, CEO Signatures /s/ John M. Duffey 02/19/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects shares of stock earned under the Issuer's Project 500 Performance Award. ( 2 )Includes 176 shares of common stock acquired pursuant to the Issuer's Employee Stock Purchase Plan since the last-filed Form 4. ( 3 )Grant of shares of common stock pursuant to dividend equivalent rights under Issuer's Long-Term Incentive Plan. The number of shares of common stock granted was based on the conversion of cash dividend equivalents accumulated. ( 4 )The Reporting Person disclaims beneficial interest in such shares except to the extent of his pecuniary interest therein. ( 5 )One-fourth of the options will vest on each of the first four anniversaries of February 19, 2016, if the reporting person has been continuously employed with the Issuer through such date, subject to accelerated vesting in certain events, including certain terminations or upon a change of control, or as provided for by the Compensation Committee of the Issuer's Board of Directors.

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).

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