Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BuEx/f5kaOxL//fWn4g/zKZiLJb4BZJnkh+Eu0b7xmD7J/CNg3vJ3H7EYBbK3tW4 H7wibUDtu4jYzDsH3EIwvA== 0001193125-10-114905.txt : 20100511 0001193125-10-114905.hdr.sgml : 20100511 20100510180611 ACCESSION NUMBER: 0001193125-10-114905 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100511 DATE AS OF CHANGE: 20100510 GROUP MEMBERS: BHR CAPITAL LLC GROUP MEMBERS: BHR MASTER FUND, LTD. GROUP MEMBERS: STEVEN A. VAN DYKE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIX FLAGS, INC. CENTRAL INDEX KEY: 0000701374 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 736137714 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-33593 FILM NUMBER: 10817986 BUSINESS ADDRESS: STREET 1: 1540 BROADWAY, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212 652-9403 MAIL ADDRESS: STREET 1: 1540 BROADWAY, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: SIX FLAGS INC DATE OF NAME CHANGE: 20000714 FORMER COMPANY: FORMER CONFORMED NAME: TIERCO GROUP INC/DE/ DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAY HARBOUR MANAGEMENT LC CENTRAL INDEX KEY: 0001049310 IRS NUMBER: 593418243 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 885 THIRD AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 8132721992 MAIL ADDRESS: STREET 1: 885 THIRD AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G


CUSIP No. 83001A102		13G		Page 1 of 9 Pages

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2

(Amendment No. )(1)

Six Flags Entertainment Corporation

(Name of issuer)

Common Stock, par value $0.025 per share

(Title of class of securities)

83001A102

(CUSIP number)

April 30, 2010

(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

(1) The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 9 Pages


				Page 2 of 9 Pages

13G


CUSIP No. 83001A102
1	Names of reporting persons I.R.S. Identification Nos. of above persons (entities only) BHR Capital LLC
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
3	SEC use only
4	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		5	Sole voting power
		6	Shared voting power 2,760,048
		7	Sole dispositive power
		8	Shared dispositive power 2,760,048
9	Aggregate amount beneficially owned by each reporting person 2,760,048
10	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11	Percent of class represented by amount in Row (9) 10.1%
12	Type of reporting person (see instructions) IA

Page 2 of 9 Pages


				Page 3 of 9 Pages

13G


CUSIP No. 83001A102
1	Names of reporting persons I.R.S. Identification Nos. of above persons (entities only) Bay Harbour Management, L.C.
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
3	SEC use only
4	Citizenship or place of organization Florida
Number of shares beneficially owned by each reporting person with		5	Sole voting power
		6	Shared voting power 1,146,016
		7	Sole dispositive power
		8	Shared dispositive power 1,146,016
9	Aggregate amount beneficially owned by each reporting person 1,146,016
10	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11	Percent of class represented by amount in Row (9) 4.2%
12	Type of reporting person (see instructions) IA

Page 3 of 9 Pages


				Page 4 of 9 Pages

13G


CUSIP No. 83001A102
1	Names of reporting persons I.R.S. Identification Nos. of above persons (entities only) BHR Master Fund, Ltd.
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
3	SEC use only
4	Citizenship or place of organization Cayman Islands
Number of shares beneficially owned by each reporting person with		5	Sole voting power
		6	Shared voting power 2,760,048
		7	Sole dispositive power
		8	Shared dispositive power 2,760,048
9	Aggregate amount beneficially owned by each reporting person 2,760,048
10	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11	Percent of class represented by amount in Row (9) 10.1%
12	Type of reporting person (see instructions) IV

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				Page 5 of 9 Pages

13G


CUSIP No. 83001A102
1	Names of reporting persons I.R.S. Identification Nos. of above persons (entities only) Steven A. Van Dyke
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
3	SEC use only
4	Citizenship or place of organization United States of America
Number of shares beneficially owned by each reporting person with		5	Sole voting power 287,806
		6	Shared voting power 3,906,064
		7	Sole dispositive power 287,806
		8	Shared dispositive power 3,906,064
9	Aggregate amount beneficially owned by each reporting person 4,193,870
10	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11	Percent of class represented by amount in Row (9) 15.3%
12	Type of reporting person (see instructions) IN

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CUSIP No. 83001A102		13G		Page 6 of 9 Pages

Schedule 13G

Item 1

(a).

Name of Issuer:

Six Flags Entertainment Corporation

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

1540 Broadway, 15^th Floor, New York, New York, 10036

Item 2

(a).

Name of Persons Filing:

BHR Capital LLC (“BHR”); Bay Harbour Management, L.C. (“Bay Harbour”); BHR Master Fund, Ltd. (the “Fund”); Steven A. Van Dyke (“Mr. Van Dyke”)

Item 2

(b).

Address of Principal Business Office or, if None, Residence:

375 Park Avenue, 20^th Floor, New York, NY 10152

Item 2

(c).

Citizenship:

Delaware; Florida; Cayman Islands; United States of America

Item 2

(d).

Title of Class of Securities:

Common Stock, par value $0.025 per share (the “Common Stock”)

Item 2

(e).

CUSIP Number:

83001A102

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

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CUSIP No. 83001A102		13G		Page 7 of 9 Pages


Item 4.	Ownership.

	(a)	Amount beneficially owned:

		4,193,870 shares, of which 2,760,048 Shares are held by the Fund, 1,146,016 Shares are held by certain funds and accounts managed by Bay Harbour, and 287,806 Shares are held by Steven A. Van Dyke. The Fund and the Fund’s investment manager, BHR, share voting and dispositive power over the Shares held directly by the Fund. Bay Harbour shares voting and dispositive power over the Shares held by the funds and account that it manages. Mr. Van Dyke, as a principal of each of BHR and Bay Harbour, shares voting and dispositive power over the Shares reported by each of them, and also holds sole voting and dispositive power with respect to the Shares held by him. The shares reported on this Schedule 13G represent 15.3% of the approximate total 27,388,889 shares of Common Stock outstanding as reported by the Issuer in the Issuer’s Current Report on Form 8-K dated May 4, 2010. None of the individual funds or accounts managed by Bay Harbour owns a number of shares of Common Stock equal to or greater than 5% of such total Common Stock outstanding.

	(b)	Percent of class:

		15.3%

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote:

			Mr. Van Dyke: 287,806

		(ii)	Shared power to vote or to direct the vote:

			BHR: 2,760,048 Bay Harbour: 1,146,016 The Fund: 2,760,048 Mr. Van Dyke: 3,906,064

		(iii)	Sole power to dispose or to direct the disposition of:

			Mr. Van Dyke: 287,806

		(iv)	Shared power to dispose or to direct the disposition of:

			BHR: 2,760,048 Bay Harbour: 1,146,016 The Fund: 2,760,048 Mr. Van Dyke: 3,906,064

Item 5.	Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	Not applicable.

Item 7.	Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

	Not applicable.

Item 8.	Identification and Classification of Members of the Group.

	Not applicable.

Item 9.	Notice of Dissolution of Group.

	Not Applicable.

Item 10.	Certification.

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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CUSIP No. 83001A102		13G		Page 8 of 9 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 10, 2010


BHR Capital LLC

/s/ Steven A. Van Dyke
Name:		Steven A. Van Dyke
Title:		Chief Investment Officer

Bay Harbour Management, L.C.

/s/ Steven A. Van Dyke
Name:		Steven A. Van Dyke
Title:		Managing Principal

BHR Master Fund, Ltd.

/s/ Steven A. Van Dyke
Name:		Steven A. Van Dyke
Title:		Chief Investment Officer of the Investment Manager

/s/ Steven A. Van Dyke
Steven A. Van Dyke

Page 8 of 9 Pages


CUSIP No. 83001A102		13G		Page 9 of 9 Pages

EXHIBIT 1

JOINT FILING AGREEMENT

BHR Capital LLC, Bay Harbour Management L.C., BHR Master Fund, Ltd. and Steven A. Van Dyke, in compliance with Rule 13d-1(k) of the Securities and Exchange Commission, hereby agree that the statement on Schedule 13D to which this Agreement is attached as an exhibit is, and any amendments thereto filed by any of us will be, filed on behalf of each such company, that each such company is responsible for the timely filing of the Schedule 13D and any amendments thereto and for the completeness and accuracy of the information concerning such company contained therein.


Dated: May 10, 2010	BHR Capital LLC

	/s/ Steven A. Van Dyke
	Name:	Steven A. Van Dyke
	Title:	Chief Investment Officer

	Bay Harbour Management, L.C.

	/s/ Steven A. Van Dyke
	Name:	Steven A. Van Dyke
	Title:	Managing Principal

	BHR Master Fund, Ltd.

	/s/ Steven A. Van Dyke
	Name:	Steven A. Van Dyke
	Title:	Chief Investment Officer of the Investment Manager

	/s/ Steven A. Van Dyke
	Steven A. Van Dyke

Page 9 of 9 Pages

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