SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Russ Leonard A

(Last)

(First)

(Middle)

C/O SIX FLAGS ENTERTAINMENT CORPORATION

924 AVENUE J EAST

(Street)

GRAND PRAIRIE

75050

(City)

(State)

(Zip)

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)
	VP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.025 per share	10/28/2013		M		6,500⁽¹⁾	A	$8.75	97,253⁽²⁾	D
Common Stock, par value $0.025 per share	10/28/2013		S		6,500⁽¹⁾	D	$37.5	90,753⁽²⁾	D
Common Stock, par value $0.025 per share	10/28/2013		M		15,500⁽¹⁾	A	$10	106,253⁽²⁾	D
Common Stock, par value $0.025 per share	10/28/2013		S		15,500⁽¹⁾	D	$37.5	90,753⁽²⁾	D
Common Stock, par value $0.025 per share	10/28/2013		M		6,000⁽¹⁾	A	$16.81	96,753⁽²⁾	D
Common Stock, par value $0.025 per share	10/28/2013		S		6,000⁽¹⁾	D	$37.5	90,753⁽²⁾	D
Common Stock, par value $0.025 per share	10/28/2013		M		2,400⁽¹⁾	A	$27.76	93,153⁽²⁾	D
Common Stock, par value $0.025 per share	10/28/2013		S		2,400⁽¹⁾	D	$37.5	90,753⁽²⁾	D
Common Stock, par value $0.025 per share	10/29/2013		M		2,000⁽¹⁾	A	$8.75	92,753⁽²⁾	D
Common Stock, par value $0.025 per share	10/29/2013		M		6,000⁽¹⁾	A	$10	98,753⁽²⁾	D
Common Stock, par value $0.025 per share	10/29/2013		M		1,000⁽¹⁾	A	$16.81	99,753⁽²⁾	D
Common Stock, par value $0.025 per share	10/29/2013		M		500⁽¹⁾	A	$27.76	100,253⁽²⁾	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$8.75	10/28/2013		M			6,500	⁽³⁾	08/06/2020	Common Stock, par value $0.025 per share	6,500	$0	10,500	D
Employee Stock Option (Right to Buy)	$10	10/28/2013		M			15,500	⁽⁴⁾	09/07/2020	Common Stock, par value $0.025 per share	15,500	$0	27,500	D
Employee Stock Option (Right to Buy)	$16.81	10/28/2013		M			6,000	⁽⁵⁾	08/24/2021	Common Stock, par value $0.025 per share	6,000	$0	15,000	D
Employee Stock Option (Right to Buy)	$27.76	10/28/2013		M			2,400	⁽⁶⁾	08/24/2022	Common Stock, par value $0.025 per share	2,400	$0	11,000	D
Employee Stock Option (Right to Buy)	$8.75	10/29/2013		M			2,000	⁽³⁾	08/06/2020	Common Stock, par value $0.025 per share	2,000	$0	8,500	D
Employee Stock Option (Right to Buy)	$10	10/29/2013		M			6,000	⁽⁴⁾	09/07/2020	Common Stock, par value $0.025 per share	6,000	$0	21,500	D
Employee Stock Option (Right to Buy)	$16.81	10/29/2013		M			1,000	⁽⁵⁾	08/24/2021	Common Stock, par value $0.025 per share	1,000	$0	14,000	D
Employee Stock Option (Right to Buy)	$27.76	10/29/2013		M			500	⁽⁶⁾	08/24/2022	Common Stock, par value $0.025 per share	500	$0	10,500	D

Explanation of Responses:

1. The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Leonard Russ on March 28, 2013.

2. Includes certain restricted stock units subject to vesting.

3. Mr. Russ was granted an option to purchase 34,000 shares (as adjusted for stock splits) 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.

4. Mr. Russ was granted an option to purchase 86,000 shares (as adjusted for stock splits) on September 7, 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.

5. Mr. Russ was granted an option to purchase 28,000 shares (as adjusted for stock splits) on August 24, 2011, 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.

6. Mr. Russ was granted an option to purchase 14,000 shares (as adjusted for stock splits) on August 24, 2012, 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.

Remarks:

	Leonard A. Russ	10/30/2013
	** Signature of Reporting Person	Date
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).
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