SeaWorld Entertainment, Inc.
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(Name of Issuer)
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Common Stock, par value $0.01
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(Title of Class of Securities)
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81282V100
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(CUSIP Number)
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December 31, 2022
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(Date of Event which Requires Filing of this Statement)
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☒ |
Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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CUSIP No. 81282V100
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13G
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Page 2 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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Nomura Holdings, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Japan
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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2,404,569 (1)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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2,404,569 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,404,569
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
Not applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.8% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC
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(1) |
This represents 2,404,569 shares beneficially owned by Nomura Global Financial Products, Inc. (“NGFP”). NGFP is a wholly owned subsidiary of Nomura Holdings, Inc., which accordingly may be deemed to beneficially own the shares
beneficially owned by NGFP.
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(2) |
The percent of class is calculated based on 63,886,518 shares of common stock issued and outstanding as of November 4, 2022 as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022 filed
with the SEC on November 9, 2022.
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CUSIP No. 81282V100
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13G
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Page 3 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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|
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Nomura Global Financial Products, Inc.
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|
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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2,404,569
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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2,404,569
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,404,569
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
Not applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.8% (3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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BD
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(3) |
The percent of class is calculated based on 63,886,518 shares of common stock issued and outstanding as of November 4, 2022 as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022 filed
with the SEC on November 9, 2022.
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CUSIP No. 81282V100
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13G
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Page 4 of 10 Pages
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Item 1.
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(a)
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Name of Issuer:
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SeaWorld Entertainment Inc.
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(b)
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Address of Issuer's Principal Executive Offices:
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6240 Sea Harbor Drive
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Orlando, Florida 32821
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Item 2.
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(a)
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Name of Person(s) Filing:
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Nomura Holdings, Inc.
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Nomura Global Financial Products, Inc.
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(b)
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Address of Principal Business Office or, if none, Residence:
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Nomura Holdings, Inc.
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13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8645, Japan
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Nomura Global Financial Products, Inc.
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Worldwide Plaza
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309 West 49th Street
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New York, NY 10019
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(c)
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Citizenship:
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Nomura Holdings, Inc.
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Japan
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Nomura Global Financial Products, Inc.
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Delaware
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(d)
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Title of Class of Securities:
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Common Stock, par value $0.01
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(e)
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CUSIP Number:
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81282V100
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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☒ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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☐ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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☐ |
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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☐ |
Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ___________________
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CUSIP No. 81282V100
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13G
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Page 5 of 10 Pages
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Item 4. |
Ownership.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Item 8.
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Identification and Classification of Members of the Group.
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Item 9.
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Notice of Dissolution of Group.
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CUSIP No. 81282V100
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13G
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Page 6 of 10 Pages
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Item 10.
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Certification.
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CUSIP No. 81282V100
|
13G
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Page 7 of 10 Pages
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Nomura Holdings, Inc.
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/s/ Samir Patel
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Name: Samir Patel
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Title: Managing Director
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Nomura Global Financial Products, Inc.
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/s/ Samir Patel
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Name: Samir Patel
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Title: Authorized Officer
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CUSIP No. 81282V100
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13G
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Page 8 of 10 Pages
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Exhibit
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Exhibit
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A
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Joint Filing Agreement
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B
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Subsidiaries
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CUSIP No. 81282V100
|
13G
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Page 9 of 10 Pages
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February 14, 2023.
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Nomura Holdings, Inc.
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/s/ Samir Patel
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Name: Samir Patel
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Title: Managing Director
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Nomura Global Financial Products, Inc.
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/s/ Samir Patel
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Name: Samir Patel
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Title: Authorized Officer
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CUSIP No. 81282V100
|
13G
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Page 10 of 10 Pages
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