Form Type: 4

SEC EDGAR Link
Accession Number:0000921895-22-001087
Date:2022-03-31
Issuer: SEAWORLD ENTERTAINMENT, INC. (SEAS)
Original Submission Date:

Reporting Person:

HILL PATH CAPITAL PARTNERS CO-INVESTMENT S LP
150 EAST 58TH STREET
32ND FLOOR NEW YORK, NY 10155

Reporting Person:

HILL PATH CAPITAL PARTNERS S GP LLC
150 EAST 58TH STREET
32ND FLOOR NEW YORK, NY 10155

Reporting Person:

HILL PATH HOLDINGS LLC
150 EAST 58TH STREET
32ND FLOOR NEW YORK, NY 10155

Reporting Person:

HEP FUND LP
150 EAST 58TH STREET
32ND FLOOR NEW YORK, NY 10155

Reporting Person:

HM FUND LP
150 EAST 58TH STREET
32ND FLOOR NEW YORK, NY 10155

Reporting Person:

HE GP LLC
150 EAST 58TH STREET
32ND FLOOR NEW YORK, NY 10155

Reporting Person:

HM GP LLC
150 EAST 58TH STREET
32ND FLOOR NEW YORK, NY 10155

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2022-03-31 A 1,083 a $0.00 50,184 indirect
COMMON STOCK 2022-03-31 0 $0.00 5,885,065 indirect f4
COMMON STOCK 2022-03-31 0 $0.00 176,201 indirect f5
COMMON STOCK 2022-03-31 0 $0.00 6,109,961 indirect f6
COMMON STOCK 2022-03-31 0 $0.00 402,017 indirect f7
COMMON STOCK 2022-03-31 0 $0.00 1,334,162 indirect f8
COMMON STOCK 2022-03-31 0 $0.00 83,900 indirect f9
COMMON STOCK 2022-03-31 0 $0.00 10,518,006 indirect f10
COMMON STOCK 2022-03-31 0 $0.00 2,695,994 indirect f11
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 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"), 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").
f2 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 along with hat fund lp and hat fund ii lp, which do not beneficially own any shares of common stock, that collectively beneficially own 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.
f3 granted under the issuer's 2017 omnibus incentive plan.
f4 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.
f5 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.
f6 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.
f7 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.
f8 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.
f9 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.
f10 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.
f11 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.
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