0000921895-20-001878.txt : 20200629 0000921895-20-001878.hdr.sgml : 20200629 20200629193212 ACCESSION NUMBER: 0000921895-20-001878 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200625 FILED AS OF DATE: 20200629 DATE AS OF CHANGE: 20200629 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: 001-35883 FILM NUMBER: 20999025 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 Partners-H LP CENTRAL INDEX KEY: 0001661915 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35883 FILM NUMBER: 20999026 BUSINESS ADDRESS: STREET 1: 1 BRYANT PARK STREET 2: 44TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-836-2016 MAIL ADDRESS: STREET 1: 1 BRYANT PARK STREET 2: 44TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER NAME: FORMER CONFORMED NAME: SIR Capital Partners-H LP DATE OF NAME CHANGE: 20151223 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: 001-35883 FILM NUMBER: 20999027 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 Co-Investment E LP CENTRAL INDEX KEY: 0001705700 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35883 FILM NUMBER: 20999028 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 Co-Investment E2 LP CENTRAL INDEX KEY: 0001705698 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35883 FILM NUMBER: 20999029 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 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: 001-35883 FILM NUMBER: 20999030 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 E GP LLC CENTRAL INDEX KEY: 0001705699 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35883 FILM NUMBER: 20999031 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: 001-35883 FILM NUMBER: 20999032 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 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: 001-35883 FILM NUMBER: 20999033 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: 001-35883 FILM NUMBER: 20999034 MAIL ADDRESS: STREET 1: C/O APOLLO MANAGEMENT STREET 2: 9 WEST 57TH STREET, 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 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: 6240 SEA HARBOR DRIVE CITY: ORLANDO STATE: FL ZIP: 32821 BUSINESS PHONE: (407) 226-5011 MAIL ADDRESS: STREET 1: 6240 SEA HARBOR DRIVE CITY: ORLANDO STATE: FL ZIP: 32821 4 1 form411269002a_06292020.xml OWNERSHIP DOCUMENT X0306 4 2020-06-25 0 0001564902 SeaWorld Entertainment, Inc. SEAS 0001661914 Hill Path Capital Partners LP 150 EAST 58TH STREET 32ND FLOOR NEW YORK NY 10155 0 0 1 0 0001661915 Hill Path Capital Partners-H LP 150 EAST 58TH STREET 32ND FLOOR NEW YORK NY 10155 0 0 1 0 0001661913 Hill Path Capital Co-Investment Partners LP 150 EAST 58TH STREET 32ND FLOOR NEW YORK NY 10155 0 0 1 0 0001705700 Hill Path Capital Partners Co-Investment E LP 150 EAST 58TH STREET 32ND FLOOR NEW YORK NY 10155 0 0 1 0 0001705698 Hill Path Capital Partners Co-Investment E2 LP 150 EAST 58TH STREET 32ND FLOOR NEW YORK NY 10155 0 0 1 0 0001676386 Hill Path Capital Partners GP LLC 150 EAST 58TH STREET 32ND FLOOR NEW YORK NY 10155 0 0 1 0 0001705699 Hill Path Capital Partners E GP LLC 150 EAST 58TH STREET 32ND FLOOR NEW YORK NY 10155 0 0 1 0 0001676389 Hill Path Investment Holdings LLC 150 EAST 58TH STREET 32ND FLOOR NEW YORK NY 10155 0 0 1 0 0001676292 Hill Path Capital LP 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 1 0 1 0 Common Stock 31785 I By Scott Ross Common Stock 5885065 I By Hill Path Capital Partners LP Common Stock 176201 I By Hill Path Capital Co-Investment Partners LP 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 Common Stock 10518006 I By HEP Fund LP Common Stock 2695994 I By HM Fund LP Cash-Settled Total Return Swap 2020-06-25 4 P 1 412820 14.2042 A 2027-06-08 Common Stock 412820 412820 I By HAT Fund LP Cash-Settled Total Return Swap 2020-06-25 4 P 1 170259 14.2042 A 2027-06-08 Common Stock 170259 170259 I By HAT Fund II LP Cash-Settled Total Return Swap 2020-06-26 4 P 1 420805 13.8449 A 2027-06-08 Common Stock 420805 420805 I By HAT Fund LP Cash-Settled Total Return Swap 2020-06-26 4 P 1 173552 13.8449 A 2027-06-08 Common Stock 173552 173552 I By HAT Fund II LP Cash-Settled Total Return Swap 2020-06-29 4 P 1 228050 14.3245 A 2027-06-08 Common Stock 228050 228050 I By HAT Fund LP Cash-Settled Total Return Swap 2020-06-29 4 P 1 94055 14.3245 A 2027-06-08 Common Stock 94055 94055 I By HAT Fund II 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"), HEP Fund LP ("HEP Fund"), HM Fund LP ("HM Fund"), HAT Fund LP ("HAT Fund"), HAT Fund II LP ("HAT Fund II"), 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"), HE GP LLC ("HE GP"), HM GP LLC ("HM 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 Ross ("Mr. Ross," and collectively with the aforementioned entities, 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 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 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. Shares of Common Stock owned directly by HEP Fund. HE GP, as the general partner of HEP Fund, may be deemed to beneficially own the shares of Common Stock owned directly by HEP Fund. Hill Path Investment Holdings, as the managing member of HE GP, may be deemed to beneficially own the shares of Common Stock owned directly by HEP Fund. Hill Path, as the investment manager of HEP Fund, may be deemed to beneficially own the shares of Common Stock owned directly by HEP Fund. Hill Path Holdings, as the general partner of Hill Path, may be deemed to beneficially own the shares of Common Stock owned directly by HEP Fund. Mr. Ross, as the managing member 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 HEP Fund. Shares of Common Stock owned directly by HM Fund. HM GP, as the general partner of HM Fund, may be deemed to beneficially own the shares of Common Stock owned directly by HM Fund. Hill Path Investment Holdings, as the managing member of HM GP, may be deemed to beneficially own the shares of Common Stock owned directly by HM Fund. Hill Path, as the investment manager of HM Fund, may be deemed to beneficially own the shares of Common Stock owned directly by HM Fund. Hill Path Holdings, as the general partner of Hill Path, may be deemed to beneficially own the shares of Common Stock owned directly by HM Fund. Mr. Ross, as the managing member 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 HM Fund. Securities owned directly by HAT Fund. Hill Path, as the investment manager of HAT Fund, may be deemed to beneficially own the securities owned directly by HAT Fund. Hill Path Holdings, as the general partner of Hill Path, may be deemed to beneficially own the securities owned directly by HAT Fund. Mr. Ross, as the managing member of each of Hill Path and Hill Path Holdings, may be deemed to beneficially own the securities owned directly by HAT Fund. Securities owned directly by HAT Fund II. Hill Path, as the investment manager of HAT Fund II, may be deemed to beneficially own the securities owned directly by HAT Fund II. Hill Path Holdings, as the general partner of Hill Path, may be deemed to beneficially own the securities owned directly by HAT Fund II. Mr. Ross, as the managing member of each of Hill Path and Hill Path Holdings, may be deemed to beneficially own the securities owned directly by HAT Fund II. To date, HAT Fund and HAT Fund II (collectively, the "HAT 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 1,772,820 notional shares of Common Stock and an aggregate of 731,163 notional shares of Common Stock, respectively. To date, the Swaps provide the HAT Funds with economic exposure to an aggregate of 2,503,983 notional shares of Common Stock (the "Subject Shares") and provide the HAT Funds with economic results that are comparable to the economic results of ownership but do not provide the HAT 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. Hill Path Capital Partners LP, By: Hill Path Capital Partners GP LLC, By: /s/ Scott Ross, Managing Partner 2020-06-29 Hill Path Capital Partners-H LP, By: Hill Path Capital Partners GP LLC, By: /s/ Scott Ross, Managing Partner 2020-06-29 Hill Path Capital Co-Investment Partners LP, By: Hill Path Capital Partners GP LLC, By: /s/ Scott Ross, Managing Partner 2020-06-29 Hill Path Capital Partners Co-Investment E LP, By: Hill Path Capital Partners E GP LLC, By: /s/ Scott Ross, Managing Partner 2020-06-29 Hill Path Capital Partners Co-Investment E2 LP, By: Hill Path Capital Partners E GP LLC, By: /s/ Scott Ross, Managing Partner 2020-06-29 Hill Path Capital Partners GP LLC, By: Hill Path Investment Holdings LLC, By: /s/ Scott Ross, Managing Partner 2020-06-29 Hill Path Capital Partners E GP LLC, By: Hill Path Investment Holdings LLC, By: /s/ Scott Ross, Managing Partner 2020-06-29 Hill Path Investment Holdings LLC, By: /s/ Scott Ross, Managing Partner 2020-06-29 Hill Path Capital LP, By: Hill Path Holdings LLC, By: /s/ Scott Ross, Managing Partner 2020-06-29 By: /s/ Scott Ross 2020-06-29