Sec Form 4 Filing - HAWRYLAK WALTER @ Six Flags Entertainment Corp - 2012-08-06

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
HAWRYLAK WALTER
2. Issuer Name and Ticker or Trading Symbol
Six Flags Entertainment Corp [ SIX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP- Administration, Secretary
(Last) (First) (Middle)
C/O SIX FLAGS ENTERTAINMENT CORPORATION, 924 AVENUE J EAST
3. Date of Earliest Transaction (MM/DD/YY)
08/06/2012
(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 08/06/2012 M 8,500 ( 1 ) A $ 17.5 110,048 ( 4 ) D
Common Stock, par value $0.025 per share 08/06/2012 A 176 ( 2 ) A $ 0 110,224 ( 4 ) D
Common Stock, par value $0.025 per share 08/06/2012 S 5,783 ( 1 ) D $ 57.9959 ( 3 ) 104,441 ( 4 ) D
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) $ 17.5 08/06/2012 M 8,500 ( 5 ) 08/06/2020 Common Stock, par value $0.025 per share 8,500 ( 1 ) $ 17.5 17,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HAWRYLAK WALTER
C/O SIX FLAGS ENTERTAINMENT CORPORATION
924 AVENUE J EAST
GRAND PRAIRIE, TX75050
SVP- Administration, Secretary
Signatures
/s/ Walter Hawrylak 08/08/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Walter S. Hawrylak on June 27, 2012.
( 2 )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 as of the vesting date of August 6, 2012.
( 3 )The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $57.73 to $58.62, inclusive. The reporting person undertakes to provide Issuer, any security holder of Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
( 4 )Includes certain restricted stock units subject to vesting.
( 5 )Mr. Hawrylak was granted an option to purchase 34,000 shares (as adjusted for June 27, 2011 stock split) on August 6, 2010, which vests 25% on each of the first four anniversaries of the grant date 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 in control, or as provided for by the Compensation Committee of the Issuer's Board of Directors.

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