SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 7)¹

SeaWorld Entertainment, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

81282V100

(CUSIP Number)

Scott I. Ross

hill path capital lp

150 East 58th Street, 32nd Floor

New York, New York 10155

(212) 632-5420

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 13, 2019

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

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 disclosures provided in a prior cover page.

The information required on 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).

CUSIP No. 81282V100

	1	NAME OF REPORTING PERSON
			HILL PATH CAPITAL PARTNERS LP
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					5,885,065
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					5,885,065
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			5,885,065
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			7.5%
	14	TYPE OF REPORTING PERSON
			PN

2

CUSIP No. 81282V100

	1	NAME OF REPORTING PERSON
			HILL PATH CAPITAL CO-INVESTMENT PARTNERS LP
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					176,201
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					176,201
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			176,201
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			Less than 1%
	14	TYPE OF REPORTING PERSON
			PN

3

CUSIP No. 81282V100

	1	NAME OF REPORTING PERSON
			HILL PATH CAPITAL PARTNERS-H LP
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					1,334,162
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					1,334,162
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			1,334,162
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			1.7%
	14	TYPE OF REPORTING PERSON
			PN

4

CUSIP No. 81282V100

	1	NAME OF REPORTING PERSON
			HILL PATH CAPITAL PARTNERS CO-INVESTMENT E LP
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					6,109,962
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					6,109,962
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			6,109,962
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			7.8%
	14	TYPE OF REPORTING PERSON
			PN

5

CUSIP No. 81282V100

	1	NAME OF REPORTING PERSON
			HILL PATH CAPITAL PARTNERS CO-INVESTMENT E2 LP
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					402,016
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					402,016
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			402,016
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			Less than 1%
	14	TYPE OF REPORTING PERSON
			PN

6

CUSIP No. 81282V100

	1	NAME OF REPORTING PERSON
			HILL PATH CAPITAL PARTNERS CO-INVESTMENT S LP
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					83,900
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					83,900
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			83,900
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			Less than 1%
	14	TYPE OF REPORTING PERSON
			PN

7

CUSIP No. 81282V100

	1	NAME OF REPORTING PERSON
			HEP FUND LP
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					10,518,006
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					10,518,006
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			10,518,006
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			13.4%
	14	TYPE OF REPORTING PERSON
			PN

8

CUSIP No. 81282V100

	1	NAME OF REPORTING PERSON
			HM Fund LP
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					2,695,994
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					2,695,994
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			2,695,994
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			3.4%
	14	TYPE OF REPORTING PERSON
			PN

9

CUSIP No. 81282V100

	1	NAME OF REPORTING PERSON
			HILL PATH SPV 3 LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					6,061,166
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					6,061,166
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			6,061,166
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			7.7%
	14	TYPE OF REPORTING PERSON
			OO

10

CUSIP No. 81282V100

	1	NAME OF REPORTING PERSON
			HILL PATH CAPITAL PARTNERS GP LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					7,395,428
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					7,395,428
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			7,395,428
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			9.4%
	14	TYPE OF REPORTING PERSON
			OO

11

CUSIP No. 81282V100

	1	NAME OF REPORTING PERSON
			HILL PATH CAPITAL PARTNERS E GP LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					6,511,978
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					6,511,978
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			6,511,978
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			8.3%
	14	TYPE OF REPORTING PERSON
			OO

12

CUSIP No. 81282V100

	1	NAME OF REPORTING PERSON
			HILL PATH CAPITAL PARTNERS S GP LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					83,900
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					83,900
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			83,900
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			Less than 1%
	14	TYPE OF REPORTING PERSON
			OO

13

CUSIP No. 81282V100

	1	NAME OF REPORTING PERSON
			HE GP LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					10,518,006
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					10,518,006
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			10,518,006
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			13.4%
	14	TYPE OF REPORTING PERSON
			OO

14

CUSIP No. 81282V100

	1	NAME OF REPORTING PERSON
			HM GP LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					2,695,994
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					2,695,994
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			2,695,994
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			3.4%
	14	TYPE OF REPORTING PERSON
			OO

15

CUSIP No. 81282V100

	1	NAME OF REPORTING PERSON
			HILL PATH INVESTMENT HOLDINGS LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					27,205,306
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					27,205,306
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			27,205,306
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			34.6%
	14	TYPE OF REPORTING PERSON
			OO

16

CUSIP No. 81282V100

	1	NAME OF REPORTING PERSON
			HILL PATH CAPITAL LP
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					27,205,306
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					27,205,306
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			27,205,306
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			34.6%
	14	TYPE OF REPORTING PERSON
			IA, PN

17

CUSIP No. 81282V100

	1	NAME OF REPORTING PERSON
			HILL PATH HOLDINGS LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					27,205,306
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					27,205,306
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			27,205,306
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			34.6%
	14	TYPE OF REPORTING PERSON
			OO

18

CUSIP No. 81282V100

	1	NAME OF REPORTING PERSON
			SCOTT I. ROSS
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					27,216,029*
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					27,212,455
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			27,216,029*
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			34.6%
	14	TYPE OF REPORTING PERSON
			IN

* Includes 10,723 Shares of restricted stock held directly by Mr. Ross.  

19

CUSIP No. 81282V100

The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”). This Amendment No. 7 amends the Schedule 13D as specifically set forth herein.

Item 2. Identity and Background

Item 2 is hereby amended and restated to read as follows:

(a) This statement is filed by:

(i) Hill Path Capital Partners LP, a Delaware limited partnership (“Hill Path Capital”), with respect to the Shares directly and beneficially owned by it and as a member of Hill Path SPV 3 LLC;

(ii) Hill Path Capital Co-Investment Partners LP, a Delaware limited partnership (“Hill Path Co-Investment”), with respect to the Shares beneficially owned by it and as a member of Hill Path SPV 3 LLC;

(iii) Hill Path Capital Partners-H LP, a Delaware limited partnership (“Hill Path H”) with respect to the Shares directly and beneficially owned by it;

(iv) Hill Path Capital Partners Co-Investment E LP, a Delaware limited partnership (“Hill Path E”), with respect to the Shares directly and beneficially owned by it;

(v) Hill Path Capital Partners Co-Investment E2 LP, a Delaware limited partnership (“Hill Path E2”), with respect to the Shares directly and beneficially owned by it;

(vi) Hill Path Capital Partners Co-Investment S LP, a Delaware limited partnership (“Hill Path S”), with respect to the Shares directly and beneficially owned by it;

(vii) HEP Fund LP, a Delaware limited partnership (“HEP Fund”), with respect to the Shares directly and beneficially owned by it;

(viii) HM Fund LP, a Delaware limited partnership (“HM Fund”), with respect to the Shares directly and beneficially owned by it;

(ix) Hill Path SPV 3 LLC, a Delaware limited liability company (“Hill Path SPV”), with respect to the Shares directly and beneficially owned by it;

(x) Hill Path Capital Partners GP LLC, a Delaware limited liability company (“Hill Path GP”), as the general partner of each of Hill Path Capital, Hill Path Co-Investment and Hill Path H;

(xi) Hill Path Capital Partners E GP LLC, a Delaware limited liability company (“Hill Path E GP”), as the general partner of each of Hill Path E and Hill Path E2;

(xii) Hill Path Capital Partners S GP LLC, a Delaware limited liability company (“Hill Path S GP”), as the general partner of Hill Path S;

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CUSIP No. 81282V100

(xiii) HE GP LLC, a Delaware limited liability company (“HE GP”), as the general partner of HEP Fund;

(xiv) HM GP LLC, a Delaware limited liability company (“HM GP”), as the general partner of HM Fund;

(xv) Hill Path Investment Holdings LLC, a Delaware limited liability company (“Hill Path Investment Holdings”), as the managing member of each of Hill Path GP, Hill Path E GP, Hill Path S GP, HE GP and HM GP and as the manager of Hill Path SPV;

(xvi) Hill Path Capital LP, a Delaware limited partnership (“Hill Path”), as the investment manager of each of Hill Path Capital, Hill Path Co-Investment, Hill Path H, Hill Path E, Hill Path E2, Hill Path S, HEP Fund and HM Fund;

(xvii) Hill Path Holdings LLC, a Delaware limited liability company (“Hill Path Holdings”), as the general partner of Hill Path; and

(xviii) Scott I. Ross, as the managing partner of each of Hill Path Investment Holdings, Hill Path and Hill Path Holdings.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)The address of the principal office of each of the Reporting Persons is 150 East 58th Street, 32nd Floor, New York, New York 10155.

(c)The principal business of each of Hill Path Capital, Hill Path Co-Investment, Hill Path H, Hill Path E, Hill Path E2, Hill Path S, HEP Fund and HM Fund is investing in securities. The principal business of Hill Path GP is serving as the general partner of each of Hill Path Capital, Hill Path Co-Investment and Hill Path H. The principal business of Hill Path E GP is serving as the general partner of each of Hill Path E and Hill Path E2. The principal business of Hill Path S GP is serving as the general partner of Hill Path S. The principal business of HE GP is serving as the general partner of HEP Fund. The principal business of HM GP is serving as the general partner of HM Fund. The principal business of Hill Path SPV is serving as a special purpose vehicle in connection with the Margin Loan Documents (as defined in Item 6). The principal business of Hill Path Investment Holdings is serving as the managing member of each of Hill Path GP, Hill Path E GP, Hill Path S GP, HE GP, HM GP and Hill Path SPV. The principal business of Hill Path is serving as a registered investment advisor and as the investment manager of each of Hill Path Capital, Hill Path Co-Investment, Hill Path H, Hill Path E, Hill Path E2, Hill Path S, HEP Fund and HM Fund. The principal business of Hill Path Holdings is serving as the general partner of Hill Path. Mr. Ross is the managing partner of each of Hill Path Investment Holdings, Hill Path and Hill Path Holdings.

(d)No Reporting Person has, during the last five (5) years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)No Reporting Person has, during the last five (5) years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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CUSIP No. 81282V100

(f)Hill Path Capital, Hill Path Co-Investment, Hill Path H, Hill Path E, Hill Path E2, Hill Path S, HEP Fund, HM Fund, Hill Path SPV, Hill Path GP, Hill Path E GP, Hill Path S GP, HE GP, HM GP, Hill Path Investment Holdings, Hill Path and Hill Path Holdings are organized under the laws of the State of Delaware. Mr. Ross is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended to add the following:

The 6,061,166 Shares beneficially owned by Hill Path SPV were acquired in connection with a contribution from Hill Path Capital and Hill Path Co-Investment as further described in Item 6 below.

Item 5. Interest in Securities of the Issuer.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reportedly owned by each person named herein is based upon 78,723,283 Shares outstanding as of November 1, 2019, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2019.

A. Hill Path Capital

(a) As of the close of business on December 17, 2019, Hill Path Capital beneficially owned 5,885,065 Shares, consisting of 100 Shares it holds directly and 5,884,965 Shares held directly by Hill Path SPV.

Percentage: Approximately 7.5%

(b) 1. Sole power to vote or direct vote: 5,885,065
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,885,065
4. Shared power to dispose or direct the disposition: 0

(c) Hill Path Capital has not entered into any transactions in the Shares during the past sixty days except as set forth in Item 6.

B. Hill Path Co-Investment

(a) As of the close of business on December 17, 2019, Hill Path Co-Investment beneficially owned 176,201 Shares, all of which are held directly by Hill Path SPV.

Percentage: Less than 1%

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CUSIP No. 81282V100

(b) 1. Sole power to vote or direct vote: 176,201
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 176,201
4. Shared power to dispose or direct the disposition: 0

(c) Hill Path Co-Investment has not entered into any transactions in the Shares during the past sixty days except as set forth in Item 6.

C. Hill Path H

(a) As of the close of business on December 17, 2019, Hill Path H beneficially owned 1,334,162 Shares.

Percentage: Approximately 1.7%

(b) 1. Sole power to vote or direct vote: 1,334,162
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,334,162
4. Shared power to dispose or direct the disposition: 0

(c) Hill Path H has not entered into any transactions in the Shares during the past sixty days.

D. Hill Path E

(a) As of the close of business on December 17, 2019, Hill Path E beneficially owned 6,109,962 Shares.

Percentage: Approximately 7.8%

(b) 1. Sole power to vote or direct vote: 6,109,962
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 6,109,962
4. Shared power to dispose or direct the disposition: 0

(c) Hill Path E has not entered into any transactions in the Shares during the past sixty days.

E. Hill Path E2

(a) As of the close of business on December 17, 2019, Hill Path E2 beneficially owned 402,016 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 402,016
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 402,016
4. Shared power to dispose or direct the disposition: 0

(c) Hill Path E2 has not entered into any transactions in the Shares during the past sixty days.

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CUSIP No. 81282V100

F. Hill Path S

(a) As of the close of business on December 17, 2019, Hill Path S beneficially owned 83,900 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 83,900
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 83,900
4. Shared power to dispose or direct the disposition: 0

(c) Hill Path S has not entered into any transactions in the Shares during the past sixty days.

G. HEP Fund

(a) As of the close of business on December 17, 2019, HEP Fund beneficially owned 10,518,006 Shares.

Percentage: Approximately 13.4%

(b) 1. Sole power to vote or direct vote: 10,518,006
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 10,518,006
4. Shared power to dispose or direct the disposition: 0

(c) HEP Fund has not entered into any transactions in the Shares during the past sixty days.

H. HM Fund

(a) As of the close of business on December 17, 2019, HM Fund beneficially owned 2,695,994 Shares.

Percentage: Approximately 3.4%

(b) 1. Sole power to vote or direct vote: 2,695,994
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,695,994
4. Shared power to dispose or direct the disposition: 0

(c) HM Fund has not entered into any transactions in the Shares during the past sixty days.

I. Hill Path SPV

(a) As of the close of business on December 17, 2019, Hill Path SPV beneficially owned 6,061,166 Shares.

Percentage: Approximately 7.7%

(b) 1. Sole power to vote or direct vote: 6,061,166
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 6,061,166
4. Shared power to dispose or direct the disposition: 0

(c) Hill Path SPV has not entered into any transactions in the Shares during the past sixty days except as set forth in Item 6.

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CUSIP No. 81282V100

J. Hill Path GP

(a) Hill Path GP, as the general partner of each of Hill Path Capital, Hill Path Co-Investment and Hill Path H, may be deemed the beneficial owner of the (i) 5,885,065 Shares owned by Hill Path Capital (consisting of the 100 Shares it holds directly and the 5,884,965 Shares held directly by Hill Path SPV), (ii) 176,201 Shares owned by Hill Path Co-Investment (all of which are held directly by Hill Path SPV) and (iii) 1,334,162 Shares owned by Hill Path H.

Percentage: Approximately 9.4%

(b) 1. Sole power to vote or direct vote: 7,395,428
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 7,395,428
4. Shared power to dispose or direct the disposition: 0

(c) Hill Path GP has not entered into any transactions in the Shares during the past sixty days.

K. Hill Path E GP

(a) Hill Path E GP, as the general partner of each of Hill Path E and Hill Path E2, may be deemed the beneficial owner of the (i) 6,109,962 Shares owned by Hill Path E and (ii) 402,016 Shares owned by Hill Path E2.

Percentage: Approximately 8.3%

(b) 1. Sole power to vote or direct vote: 6,511,978
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 6,511,978
4. Shared power to dispose or direct the disposition: 0

(c) Hill Path E GP has not entered into any transactions in the Shares during the past sixty days.

L. Hill Path S GP

(a) Hill Path S GP, as the general partner of Hill Path S, may be deemed the beneficial owner of the 83,900 Shares owned by Hill Path S.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 83,900
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 83,900
4. Shared power to dispose or direct the disposition: 0

(c) Hill Path S GP has not entered into any transactions in the Shares during the past sixty days.

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CUSIP No. 81282V100

M. HE GP

(a) HE GP, as the general partner of HEP Fund, may be deemed the beneficial owner of the 10,518,006 Shares owned by HEP Fund.

Percentage: Approximately 13.4%

(b) 1. Sole power to vote or direct vote: 10,518,006
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 10,518,006
4. Shared power to dispose or direct the disposition: 0

(c) HE GP has not entered into any transactions in the Shares during the past sixty days.

N. HM GP

(a) HM GP, as the general partner of HM Fund, may be deemed the beneficial owner of the 2,695,994 Shares owned by HM Fund.

Percentage: Approximately 3.4%

(b) 1. Sole power to vote or direct vote: 2,695,994
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,695,994
4. Shared power to dispose or direct the disposition: 0

(c) HM GP has not entered into any transactions in the Shares during the past sixty days.

O. Hill Path Investment Holdings

(a) Hill Path Investment Holdings, as the managing member of each of Hill Path GP, Hill Path E GP, Hill Path S GP, HE GP and HM GP and as the manager of Hill Path SPV, may be deemed to beneficially own the (i) 5,885,065 Shares owned by Hill Path Capital (consisting of the 100 Shares it holds directly and the 5,884,965 Shares held directly by Hill Path SPV), (ii) 176,201 Shares owned by Hill Path Co-Investment (all of which are held directly by Hill Path SPV), (iii) 1,334,162 Shares owned by Hill Path H, (iv) 6,109,962 Shares owned by Hill Path E, (v) 402,016 Shares owned by Hill Path E2, (vi) 83,900 Shares owned by Hill Path S, (vii) 10,518,006 Shares owned by HEP Fund and (viii) 2,695,994 Shares owned by HM Fund.

Percentage: Approximately 34.6%

(b) 1. Sole power to vote or direct vote: 27,205,306
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 27,205,306
4. Shared power to dispose or direct the disposition: 0

(c) Hill Path Investment Holdings has not entered into any transactions in the Shares during the past sixty days.

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CUSIP No. 81282V100

P. Hill Path

(a) Hill Path, as the investment manager of each of Hill Path Capital, Hill Path Co-Investment, Hill Path H, Hill Path E, Hill Path E2, Hill Path S, HEP Fund and HM Fund, may be deemed to beneficially own the (i) 5,885,065 Shares owned by Hill Path Capital (consisting of the 100 Shares it holds directly and the 5,884,965 Shares held directly by Hill Path SPV), (ii) 176,201 Shares owned by Hill Path Co-Investment (all of which are held directly by Hill Path SPV), (iii) 1,334,162 Shares owned by Hill Path H, (iv) 6,109,962 Shares owned by Hill Path E, (v) 402,016 Shares owned by Hill Path E2, (vi) 83,900 Shares owned by Hill Path S, (vii) 10,518,006 Shares owned by HEP Fund and (viii) 2,695,994 Shares owned by HM Fund.

Percentage: Approximately 34.6%

(b) 1. Sole power to vote or direct vote: 27,205,306
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 27,205,306
4. Shared power to dispose or direct the disposition: 0

(c) Hill Path has not entered into any transactions in the Shares during the past sixty days.

Q. Hill Path Holdings

(a) Hill Path Holdings, as the general partner of Hill Path, may be deemed to beneficially own the (i) 5,885,065 Shares owned by Hill Path Capital (consisting of the 100 Shares it holds directly and the 5,884,965 Shares held directly by Hill Path SPV), (ii) 176,201 Shares owned by Hill Path Co-Investment (all of which are held directly by Hill Path SPV), (iii) 1,334,162 Shares owned by Hill Path H, (iv) 6,109,962 Shares owned by Hill Path E, (v) 402,016 Shares owned by Hill Path E2, (vi) 83,900 Shares owned by Hill Path S, (vii) 10,518,006 Shares owned by HEP Fund and (viii) 2,695,994 Shares owned by HM Fund.

Percentage: Approximately 34.6%

(b) 1. Sole power to vote or direct vote: 27,205,306
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 27,205,306
4. Shared power to dispose or direct the disposition: 0

(c) Hill Path Holdings has not entered into any transactions in the Shares during the past sixty days.

R. Mr. Ross

(a) As of the close of business on December 17, 2019, Mr. Ross beneficially owned 10,723 Shares of restricted stock (3,574 of which are unvested). 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 (i) 5,885,065 Shares owned by Hill Path Capital (consisting of the 100 Shares it holds directly and the 5,884,965 Shares held directly by Hill Path SPV), (ii) 176,201 Shares owned by Hill Path Co-Investment (all of which are held directly by Hill Path SPV), (iii) 1,334,162 Shares owned by Hill Path H, (iv) 6,109,962 Shares owned by Hill Path E, (v) 402,016 Shares owned by Hill Path E2, (vi) 83,900 Shares owned by Hill Path S, (vii) 10,518,006 Shares owned by HEP Fund and (viii) 2,695,994 Shares owned by HM Fund.

Percentage: Approximately 34.6%

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(b) 1. Sole power to vote or direct vote: 27,216,029
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 27,205,306
4. Shared power to dispose or direct the disposition: 0

(c) Mr. Ross has not entered into any transactions in the Shares during the past sixty days.

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

Hill Path SPV entered into a Margin Loan Agreement and a Pledge and Security Agreement (together, the “Margin Loan Documents”), dated as of December 13, 2019, with certain lenders, Royal Bank of Canada, acting as the Administrative Agent, and RBC Capital Markets, LLC, acting as the Calculation Agent, pursuant to which Hill Path SPV agreed to pledge 6,061,166 Shares (the “Pledged Shares”). Hill Path SPV borrowed an aggregate of $50 million under the Margin Loan Documents.

Hill Path SPV was formed as a special purpose vehicle in connection with the Margin Loan Documents. On December 13, 2019, Hill Path Capital and Hill Path Co-Investment each contributed to Hill Path SPV 5,884,965 Shares and 176,201 Shares, respectively, comprising the Pledged Shares in exchange for a pro-rata interest in Hill Path SPV based on the number of Shares contributed. Hill Path Capital and Hill Path Co-Investment are the sole members of Hill Path SPV and each retains a beneficial and pecuniary interest in the number of Shares it contributed to Hill Path SPV.

On December 13, 2019, Hill Path SPV and the Issuer entered into a Joinder Agreement to that certain Stockholders Agreement (as defined in Amendment No. 6 to the Schedule 13D). The Joinder Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On December 17, 2019, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

On June 13, 2018, Mr. Ross was granted 5,752 deferred stock units pursuant to the Issuer's 2017 Omnibus Incentive Plan, which vested 100% on the day before the Issuer’s 2019 Annual Meeting of Stockholders. The Shares subject to these units will be issued to Mr. Ross on the one-year anniversary of the date Mr. Ross no longer serves on the Board of Directors of the Issuer (the “Board”).

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CUSIP No. 81282V100

On June 12, 2019, Mr. Ross was granted 4,051 deferred stock units pursuant to the Issuer’s Outside Directors Compensation Plan, as amended, which vest 100% on the day before the Issuer’s 2020 Annual Meeting of Stockholders. The Shares subject to these units will be issued to Mr. Ross on the date that is three months after the date Mr. Ross no longer serves on the Board.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1 Joinder Agreement by and between Hill Path SPV 3 LLC and SeaWorld Entertainment, Inc., dated December 13, 2019.

99.2 Joint Filing Agreement by and among Hill Path Capital Partners LP, Hill Path Capital Co-Investment Partners LP, Hill Path Capital Partners-H LP, Hill Path Capital Partners Co-Investment E LP, Hill Path Capital Partners Co-Investment E2 LP, Hill Path Capital Partners Co-Investment S LP, HEP Fund LP, HM Fund LP, Hill Path SPV 3 LLC, Hill Path Capital Partners GP LLC, Hill Path Capital Partners E GP LLC, Hill Path Capital Partners S GP LLC, HE GP LLC, HM GP LLC, Hill Path Investment Holdings LLC, Hill Path Capital LP, Hill Path Holdings LLC and Scott I. Ross, dated December 17, 2019.

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CUSIP No. 81282V100

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 17, 2019

Hill Path Capital Partners LP
By:	Hill Path Capital LP Investment Manager
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title:	Managing Partner

Hill Path Capital Co-Investment Partners LP
By:	Hill Path Capital LP Investment Manager
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title:	Managing Partner

Hill Path Capital Partners-H LP
By:	Hill Path Capital LP Investment Manager
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title:	Managing Partner

Hill Path Capital Partners Co-Investment E LP
By:	Hill Path Capital LP Investment Manager
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title:	Managing Partner

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CUSIP No. 81282V100

Hill Path Capital Partners Co-Investment E2 LP
By:	Hill Path Capital LP Investment Manager
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title:	Managing Partner

Hill Path Capital Partners Co-Investment S LP
By:	Hill Path Capital LP Investment Manager
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title:	Managing Partner

HEP Fund LP
By:	Hill Path Capital LP Investment Manager
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title:	Managing Partner

HM Fund LP
By:	Hill Path Capital LP Investment Manager
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title:	Managing Partner

Hill Path SPV 3 LLC
By:	Hill Path Investment Holdings LLC Manager
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title:	Managing Partner

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CUSIP No. 81282V100

Hill Path Capital Partners GP LLC
By:	Hill Path Investment Holdings LLC Managing Member
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title:	Managing Partner

Hill Path Capital Partners E GP LLC
By:	Hill Path Investment Holdings LLC Managing Member
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title:	Managing Partner

Hill Path Capital Partners S GP LLC
By:	Hill Path Investment Holdings LLC Managing Member
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title:	Managing Partner

HE GP LLC
By:	Hill Path Investment Holdings LLC Managing Member
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title:	Managing Partner

HM GP LLC
By:	Hill Path Investment Holdings LLC Managing Member
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title:	Managing Partner

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CUSIP No. 81282V100

Hill Path Investment Holdings LLC
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title	Managing Partner

Hill Path Capital LP
By:	Hill Path Holdings LLC General Partner
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title:	Managing Partner

Hill Path Holdings LLC
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title:	Managing Partner

/s/ Scott I. Ross

Scott I. Ross

33

EX-99.1

Exhibit 99.1

JOINDER AGREEMENT

December 13, 2019

Hill Path SPV 3 LLC, a Delaware limited liability company (the “Joining Party”), is executing and delivering this Joinder Agreement (this “Joinder”) to that certain Stockholders Agreement, dated as of May 27, 2019 (as amended, modified or supplemented from time to time, the “Stockholders Agreement”), by and between Hill Path Capital LP, a Delaware limited partnership (“Hill Path”), and SeaWorld Entertainment, Inc., a Delaware corporation (the “Company”).

By executing and delivering this Joinder, the Joining Party (a) hereby agrees to become a party to, be bound by, comply with the terms and conditions of, make the representations and warranties contained in and have the rights and obligations set forth in the Stockholders Agreement, in each case, to the same extent as Hill Path, and (b) shall be a Hill Path Affiliate under the Stockholders Agreement for all purposes thereof.

This Joinder shall be governed by and construed in accordance with the Laws of the State of Delaware, without regard to principles of conflicts of Laws thereof.

[Signature Page Follows]

Accordingly, the undersigned have executed and delivered this Joinder as of the date first written above.

Hill Path SPV 3 LLC
By:	HILL PATH INVESTMENT HOLDINGS LLC, its manager /s/ Scott Ross
	Name:	Scott Ross
	Title:	Managing Partner
SEAWORLD ENTERTAINMENT, INC.
By:	/s/ Harold Herman
	Name:	Harold Herman
	Title:	Associate General Counsel

[Signature Page to Joinder Agreement]

EX-99.2

Exhibit 99.2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par value, of SeaWorld Entertainment, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: December 17, 2019

Hill Path Capital Partners LP
By:	Hill Path Capital LP Investment Manager
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title:	Managing Partner

Hill Path Capital Co-Investment Partners LP
By:	Hill Path Capital LP Investment Manager
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title:	Managing Partner

Hill Path Capital Partners-H LP
By:	Hill Path Capital LP Investment Manager
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title:	Managing Partner

Hill Path Capital Partners Co-Investment E LP
By:	Hill Path Capital LP Investment Manager
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title:	Managing Partner

Hill Path Capital Partners Co-Investment E2 LP
By:	Hill Path Capital LP Investment Manager
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title:	Managing Partner

Hill Path Capital Partners Co-Investment S LP
By:	Hill Path Capital LP Investment Manager
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title:	Managing Partner

HEP Fund LP
By:	Hill Path Capital LP Investment Manager
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title:	Managing Partner

HM Fund LP
By:	Hill Path Capital LP Investment Manager
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title:	Managing Partner

Hill Path SPV 3 LLC
By:	Hill Path Investment Holdings LLC Manager
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title:	Managing Partner

Hill Path Capital Partners GP LLC
By:	Hill Path Investment Holdings LLC Managing Member
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title:	Managing Partner

Hill Path Capital Partners E GP LLC
By:	Hill Path Investment Holdings LLC Managing Member
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title:	Managing Partner

Hill Path Capital Partners S GP LLC
By:	Hill Path Investment Holdings LLC Managing Member
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title:	Managing Partner

HE GP LLC
By:	Hill Path Investment Holdings LLC Managing Member
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title:	Managing Partner

HM GP LLC
By:	Hill Path Investment Holdings LLC Managing Member
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title:	Managing Partner

Hill Path Investment Holdings LLC
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title	Managing Partner

Hill Path Capital LP
By:	Hill Path Holdings LLC General Partner
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title:	Managing Partner

Hill Path Holdings LLC
By:	/s/ Scott I. Ross
	Name:	Scott I. Ross
	Title:	Managing Partner

/s/ Scott I. Ross

Scott I. Ross