0000921895-18-000895.txt : 20180308 0000921895-18-000895.hdr.sgml : 20180308 20180308190713 ACCESSION NUMBER: 0000921895-18-000895 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180306 FILED AS OF DATE: 20180308 DATE AS OF CHANGE: 20180308 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hill Path Capital Partners Co-Investment S LP CENTRAL INDEX KEY: 0001710571 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35883 FILM NUMBER: 18678078 BUSINESS ADDRESS: STREET 1: 150 EAST 58TH STREET, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10155 BUSINESS PHONE: 212-632-5440 MAIL ADDRESS: STREET 1: 150 EAST 58TH STREET, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10155 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hill Path Capital Partners S GP LLC CENTRAL INDEX KEY: 0001711306 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35883 FILM NUMBER: 18678077 BUSINESS ADDRESS: STREET 1: 150 EAST 58TH STREET, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10155 BUSINESS PHONE: 212-632-5440 MAIL ADDRESS: STREET 1: 150 EAST 58TH STREET, 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: 001-35883 FILM NUMBER: 18678076 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: SeaWorld Entertainment, Inc. CENTRAL INDEX KEY: 0001564902 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 271220297 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9205 SOUTH PARK CENTER LOOP STREET 2: SUITE 400 CITY: ORLANDO STATE: FL ZIP: 32819 BUSINESS PHONE: (407) 226-5011 MAIL ADDRESS: STREET 1: 9205 SOUTH PARK CENTER LOOP STREET 2: SUITE 400 CITY: ORLANDO STATE: FL ZIP: 32819 4 1 form411269002b_03082018.xml OWNERSHIP DOCUMENT X0306 4 2018-03-06 0 0001564902 SeaWorld Entertainment, Inc. SEAS 0001710571 Hill Path Capital Partners Co-Investment S LP 150 EAST 58TH STREET 32ND FLOOR NEW YORK NY 10155 0 0 1 0 0001711306 Hill Path Capital Partners S GP LLC 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 Common Stock 2018-03-06 4 P 0 146284 14.3803 A 5631604 I By Hill Path Capital Partners LP Common Stock 2018-03-06 4 P 0 3716 14.3803 A 169762 I By Hill Path Capital Co-Investment Partners LP Common Stock 2018-03-07 4 P 0 121903 14.5294 A 5753507 I By Hill Path Capital Partners LP Common Stock 2018-03-07 4 P 0 3097 14.5294 A 172859 I By Hill Path Capital Co-Investment Partners LP Common Stock 2018-03-08 4 P 0 131558 15.0130 A 5885065 I By Hill Path Capital Partners LP Common Stock 2018-03-08 4 P 0 3342 15.0130 A 176201 I By Hill Path Capital Co-Investment Partners LP Common Stock 10723 I By Scott I. Ross Common Stock 6109962 I By Hill Path Capital Partners Co-Investment E LP Common Stock 402016 I By Hill Path Capital Partners Co-Investment E2 LP Common Stock 1334162 I By Hill Path Capital Partners-H LP Common Stock 83900 I By Hill Path Capital Partners Co-Investment S LP 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"), 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"), Hill Path Investment Holdings LLC ("Hill Path Investment Holdings"), Hill Path Capital LP ("Hill Path"), Hill Path Holdings LLC ("Hill Path Holdings") and Scott I. Ross (collectively, the "Reporting Persons"). 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 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 owns 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 shares of Common Stock 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 shares of Common Stock for purposes of Section 16 or for any other purpose. Represents shares of restricted stock granted to Mr. Ross pursuant to the Issuer's Outside Director Compensation Policy (as amended and/or restated from time to time, the "Outside Director Policy"), which vest in three annual installments beginning on November 6, 2018. 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 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. 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. 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. 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. 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. The price reported in Column 4 is a weighted average price. These shares of Common Stock were purchased in multiple transactions at prices ranging from $14.24 to $14.56, excluding commissions. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within the range set forth in footnote 10 to this Form 4. The price reported in Column 4 is a weighted average price. These shares of Common Stock were purchased in multiple transactions at prices ranging from $14.355 to $14.59, excluding commissions. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within the range set forth in footnote 11 to this Form 4. The price reported in Column 4 is a weighted average price. These shares of Common Stock were purchased in multiple transactions at prices ranging from $14.63 to $15.20, excluding commissions. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within the range set forth in footnote 12 to this Form 4. Hill Path Capital Partners Co-Investment S LP, By: Hill Path Capital Partners S GP LLC, By: /s/ Scott I. Ross, Managing Partner 2018-03-08 Hill Path Capital Partners S GP LLC, By: Hill Path Investment Holdings LLC, By: /s/ Scott I. Ross, Managing Partner 2018-03-08 Hill Path Holdings LLC, By: /s/ Scott I. Ross, Managing Partner 2018-03-08