0000921895-22-001562.txt : 20220510
0000921895-22-001562.hdr.sgml : 20220510
20220510191635
ACCESSION NUMBER: 0000921895-22-001562
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220506
FILED AS OF DATE: 20220510
DATE AS OF CHANGE: 20220510
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hill Path Capital Partners GP LLC
CENTRAL INDEX KEY: 0001676386
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35664
FILM NUMBER: 22911581
BUSINESS ADDRESS:
STREET 1: 150 EAST 58TH STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
BUSINESS PHONE: 212.632.5420
MAIL ADDRESS:
STREET 1: 150 EAST 58TH STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ROSS SCOTT I
CENTRAL INDEX KEY: 0001549220
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35664
FILM NUMBER: 22911575
MAIL ADDRESS:
STREET 1: C/O APOLLO MANAGEMENT
STREET 2: 9 WEST 57TH STREET, 43RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hill Path Capital Co-Investment Partners LP
CENTRAL INDEX KEY: 0001661913
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35664
FILM NUMBER: 22911582
BUSINESS ADDRESS:
STREET 1: 150 EAST 58TH STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
BUSINESS PHONE: 212-632-5420
MAIL ADDRESS:
STREET 1: 150 EAST 58TH STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
FORMER NAME:
FORMER CONFORMED NAME: SIR Capital Co-Investment Partners LP
DATE OF NAME CHANGE: 20151223
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hill Path Capital Partners LP
CENTRAL INDEX KEY: 0001661914
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35664
FILM NUMBER: 22911584
BUSINESS ADDRESS:
STREET 1: 150 EAST 58TH STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
BUSINESS PHONE: 212-632-5420
MAIL ADDRESS:
STREET 1: 150 EAST 58TH STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
FORMER NAME:
FORMER CONFORMED NAME: SIR Capital Partners LP
DATE OF NAME CHANGE: 20151223
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hill Path Capital LP
CENTRAL INDEX KEY: 0001676292
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35664
FILM NUMBER: 22911577
BUSINESS ADDRESS:
STREET 1: 150 EAST 58TH STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
BUSINESS PHONE: 212.632.5420
MAIL ADDRESS:
STREET 1: 150 EAST 58TH STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hill Path Capital Partners II GP LLC
CENTRAL INDEX KEY: 0001826029
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35664
FILM NUMBER: 22911580
BUSINESS ADDRESS:
STREET 1: 150 EAST 58TH STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
BUSINESS PHONE: 212-632-5420
MAIL ADDRESS:
STREET 1: 150 EAST 58TH STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hill Path Holdings LLC
CENTRAL INDEX KEY: 0001676388
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35664
FILM NUMBER: 22911576
BUSINESS ADDRESS:
STREET 1: 150 EAST 58TH STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
BUSINESS PHONE: 212.632.5420
MAIL ADDRESS:
STREET 1: 150 EAST 58TH STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hill Path Investment Holdings LLC
CENTRAL INDEX KEY: 0001676389
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35664
FILM NUMBER: 22911579
BUSINESS ADDRESS:
STREET 1: 150 EAST 58TH STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
BUSINESS PHONE: 212.632.5420
MAIL ADDRESS:
STREET 1: 150 EAST 58TH STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hill Path Capital Partners II LP
CENTRAL INDEX KEY: 0001756658
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35664
FILM NUMBER: 22911583
BUSINESS ADDRESS:
STREET 1: 150 EAST 58TH STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
BUSINESS PHONE: 2126325420
MAIL ADDRESS:
STREET 1: 150 EAST 58TH STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hill Path Investment Holdings II LLC
CENTRAL INDEX KEY: 0001826028
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35664
FILM NUMBER: 22911578
BUSINESS ADDRESS:
STREET 1: 150 EAST 58TH STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
BUSINESS PHONE: 212-632-5420
MAIL ADDRESS:
STREET 1: 150 EAST 58TH STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Dave & Buster's Entertainment, Inc.
CENTRAL INDEX KEY: 0001525769
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812]
IRS NUMBER: 352382255
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0202
BUSINESS ADDRESS:
STREET 1: 2481 MANANA DRIVE
CITY: DALLAS
STATE: TX
ZIP: 75220
BUSINESS PHONE: 214-357-9588
MAIL ADDRESS:
STREET 1: 2481 MANANA DRIVE
CITY: DALLAS
STATE: TX
ZIP: 75220
FORMER COMPANY:
FORMER CONFORMED NAME: Dave & Buster's Parent, Inc.
DATE OF NAME CHANGE: 20110713
4
1
form411269004a_05102022.xml
OWNERSHIP DOCUMENT
X0306
4
2022-05-06
0
0001525769
Dave & Buster's Entertainment, Inc.
PLAY
0001661914
Hill Path Capital Partners LP
150 EAST 58TH STREET
32ND FLOOR
NEW YORK
NY
10155
0
0
0
1
SEE EXPLANATION OF RESPONSES
0001756658
Hill Path Capital Partners II LP
150 EAST 58TH STREET
32ND FLOOR
NEW YORK
NY
10155
0
0
0
1
SEE EXPLANATION OF RESPONSES
0001661913
Hill Path Capital Co-Investment Partners LP
150 EAST 58TH STREET
32ND FLOOR
NEW YORK
NY
10155
0
0
0
1
SEE EXPLANATION OF RESPONSES
0001676386
Hill Path Capital Partners GP LLC
150 EAST 58TH STREET
32ND FLOOR
NEW YORK
NY
10155
0
0
0
1
SEE EXPLANATION OF RESPONSES
0001826029
Hill Path Capital Partners II GP LLC
150 EAST 58TH STREET
32ND FLOOR
NEW YORK
NY
10155
0
0
0
1
SEE EXPLANATION OF RESPONSES
0001676389
Hill Path Investment Holdings LLC
150 EAST 58TH STREET
32ND FLOOR
NEW YORK
NY
10155
0
0
0
1
SEE EXPLANATION OF RESPONSES
0001826028
Hill Path Investment Holdings II LLC
150 EAST 58TH STREET
32ND FLOOR
NEW YORK
NY
10155
0
0
0
1
SEE EXPLANATION OF RESPONSES
0001676292
Hill Path Capital LP
150 EAST 58TH STREET
32ND FLOOR
NEW YORK
NY
10155
0
0
1
0
0001676388
Hill Path Holdings LLC
150 EAST 58TH STREET
32ND FLOOR
NEW YORK
NY
10155
0
0
1
0
0001549220
ROSS SCOTT I
150 EAST 58TH STREET
32ND FLOOR
NEW YORK
NY
10155
0
0
1
0
Common Stock
2095246
I
By Hill Path Capital Partners LP
Common Stock
2869527
I
By Hill Path Capital Partners II LP
Common Stock
53231
I
By Hill Path Capital Co-Investment Partners LP
Cash-Settled Total Return Swap
2022-05-06
4
P
1
186227
44.8572
A
2029-04-09
Common Stock
186227
186227
I
By Hill Path D Fund LP
Cash-Settled Total Return Swap
2022-05-09
4
P
1
66292
41.1978
A
2029-04-09
Common Stock
66292
66292
I
By Hill Path D Fund LP
This Form 4 is filed jointly by Hill Path Capital Partners LP ("Hill Path Capital"), Hill Path Capital Partners II LP ("Hill Path Capital II"), Hill Path Co-Investment Partners LP ("Hill Path Co-Investment"), Hill Path D Fund LP ("Hill Path D Fund"), Hill Path Capital Partners GP LLC ("Hill Path GP"), Hill Path Capital Partners II GP LLC ("Hill Path GP II"), HP D GP LLC ("HP D GP"), Hill Path Investment Holdings LLC ("Hill Path Investment Holdings"), Hill Path Investment Holdings II LLC ("Hill Path Investment Holdings II"), 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").
To enable 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 first 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 that collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock (the "Common Stock"). 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.
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.
Shares of Common Stock owned directly by Hill Path Capital II. Hill Path GP II, as the general partner of Hill Path Capital II, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Capital II. Hill Path Investment Holdings II, as the managing member of Hill Path GP II, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Capital II. Hill Path, as the investment manager of Hill Path Capital II, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Capital II. 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 II. Mr. Ross, as the managing partner of each of Hill Path Investment Holdings II, Hill Path and Hill Path Holdings, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Capital II.
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.
To date, Hill Path Capital II and Hill Path D Fund (collectively, the "Hill Funds") have entered into cash-settled total return swap agreements with an unaffiliated third party financial institution as the counterparty (collectively, the "Swaps") that establish economic exposure to an aggregate of 1,116,491 notional shares of Common Stock and an aggregate of 1,100,059 notional shares of Common Stock, respectively. To date, the Swaps provide the Hill Funds with economic exposure to an aggregate of 2,216,550 notional shares of Common Stock (the "Subject Shares") and provide the Hill Funds with economic results that are comparable to the economic results of ownership but do not provide the Hill Funds with the power to vote or direct the voting or dispose of or direct the disposition of the Subject Shares. The transactions reported herein were effected in compliance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
The termination date of the Swaps will be automatically extended by thirty-six months unless the counterparty elects not to so extend the termination date at least one year prior thereto.
Securities owned directly by Hill Path D Fund. HP D GP, as the general partner of Hill Path D Fund, may be deemed to beneficially own the securities owned directly by Hill Path D Fund. Hill Path Investment Holdings II, as the managing member of HP D GP, may be deemed to beneficially own the securities owned directly by Hill Path D Fund. Hill Path, as the investment manager of Hill Path D Fund, may be deemed to beneficially own the securities owned directly by Hill Path D Fund. Hill Path Holdings, as the general partner of Hill Path, may be deemed to beneficially own the securities owned directly by Hill Path D Fund. Mr. Ross, as the managing partner of each of Hill Path Investment Holdings II, Hill Path and Hill Path Holdings, may be deemed to beneficially own the securities owned directly by Hill Path D Fund.
Hill Path Capital Partners LP, By: Hill Path Capital Partners GP LLC, By: /s/ Scott Ross, Managing Partner
2022-05-10
Hill Path Capital Partners II LP, By: Hill Path Capital Partners II GP LLC, By: /s/ Scott Ross, Managing Partner
2022-05-10
Hill Path Capital Co-Investment Partners LP, By: Hill Path Capital Partners GP LLC, By: /s/ Scott Ross, Managing Partner
2022-05-10
Hill Path Capital Partners GP LLC, By: Hill Path Investment Holdings LLC, By: /s/ Scott Ross, Managing Partner
2022-05-10
Hill Path Capital Partners II GP LLC, By: Hill Path Investment Holdings II LLC, By: /s/ Scott Ross, Managing Partner
2022-05-10
Hill Path Investment Holdings LLC, By: /s/ Scott Ross, Managing Partner
2022-05-10
Hill Path Investment Holdings II LLC, By: /s/ Scott Ross, Managing Partner
2022-05-10
Hill Path Capital LP, By: Hill Path Holdings LLC, By: /s/ Scott Ross, Managing Partner
2022-05-10
Hill Path Holdings LLC, By: /s/ Scott Ross, Managing Partner
2022-05-10
By: /s/ Scott Ross
2022-05-10