0001209191-14-026801.txt : 20140409 0001209191-14-026801.hdr.sgml : 20140409 20140409201546 ACCESSION NUMBER: 0001209191-14-026801 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140409 FILED AS OF DATE: 20140409 DATE AS OF CHANGE: 20140409 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SW Delaware L.P. CENTRAL INDEX KEY: 0001570477 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35883 FILM NUMBER: 14754554 BUSINESS ADDRESS: STREET 1: C/O THE CORPORATION TRUST COMPANY STREET 2: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 FORMER NAME: FORMER CONFORMED NAME: SW Cayman L.P. DATE OF NAME CHANGE: 20130225 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SW Delaware B L.P. CENTRAL INDEX KEY: 0001570479 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35883 FILM NUMBER: 14754552 BUSINESS ADDRESS: STREET 1: C/O THE CORPORATION TRUST COMPANY STREET 2: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 FORMER NAME: FORMER CONFORMED NAME: SW Cayman B L.P. DATE OF NAME CHANGE: 20130225 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SW Delaware C L.P. CENTRAL INDEX KEY: 0001570485 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35883 FILM NUMBER: 14754551 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 FORMER NAME: FORMER CONFORMED NAME: SW Cayman C L.P. DATE OF NAME CHANGE: 20130225 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SW Delaware Co-Invest L.P. CENTRAL INDEX KEY: 0001570494 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35883 FILM NUMBER: 14754548 BUSINESS ADDRESS: STREET 1: C/O THE CORPORATION TRUST COMPANY STREET 2: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 FORMER NAME: FORMER CONFORMED NAME: SW Cayman Co-Invest L.P. DATE OF NAME CHANGE: 20130225 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SW Delaware (GSO) L.P. CENTRAL INDEX KEY: 0001570515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35883 FILM NUMBER: 14754546 BUSINESS ADDRESS: STREET 1: C/O THE CORPORATION TRUST COMPANY STREET 2: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 FORMER NAME: FORMER CONFORMED NAME: SW Cayman (GSO) L.P. DATE OF NAME CHANGE: 20130225 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SW Delaware D L.P. CENTRAL INDEX KEY: 0001570517 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35883 FILM NUMBER: 14754550 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 FORMER NAME: FORMER CONFORMED NAME: SW Delaware E L.P. DATE OF NAME CHANGE: 20131003 FORMER NAME: FORMER CONFORMED NAME: SW Delaware D L.P. DATE OF NAME CHANGE: 20130225 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SW Delaware (GS) L.P. CENTRAL INDEX KEY: 0001570514 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35883 FILM NUMBER: 14754547 BUSINESS ADDRESS: STREET 1: C/O THE CORPORATION TRUST COMPANY STREET 2: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 FORMER NAME: FORMER CONFORMED NAME: SW Cayman (GS) L.P. DATE OF NAME CHANGE: 20130225 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SW Delaware A L.P. CENTRAL INDEX KEY: 0001570478 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35883 FILM NUMBER: 14754553 BUSINESS ADDRESS: STREET 1: C/O THE CORPORATION TRUST COMPANY STREET 2: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 FORMER NAME: FORMER CONFORMED NAME: SW Cayman A L.P. DATE OF NAME CHANGE: 20130225 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SW Delaware E L.P. CENTRAL INDEX KEY: 0001570512 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35883 FILM NUMBER: 14754549 BUSINESS ADDRESS: STREET 1: C/O THE CORPORATION TRUST COMPANY STREET 2: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 FORMER NAME: FORMER CONFORMED NAME: SW Cayman E L.P. DATE OF NAME CHANGE: 20130225 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SW Delaware F L.P. CENTRAL INDEX KEY: 0001570513 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35883 FILM NUMBER: 14754545 BUSINESS ADDRESS: STREET 1: C/O THE CORPORATION TRUST COMPANY STREET 2: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 FORMER NAME: FORMER CONFORMED NAME: SW Cayman F L.P. DATE OF NAME CHANGE: 20130225 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-04-09 0 0001564902 SeaWorld Entertainment, Inc. SEAS 0001570477 SW Delaware L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001570478 SW Delaware A L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001570479 SW Delaware B L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001570485 SW Delaware C L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001570517 SW Delaware D L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001570512 SW Delaware E L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001570513 SW Delaware F L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001570494 SW Delaware Co-Invest L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001570514 SW Delaware (GS) L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001570515 SW Delaware (GSO) L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 Common Stock 2014-04-09 4 S 0 1367522 28.875 D 15820811 I See Footnotes Common Stock 2014-04-09 4 S 0 42685 28.875 D 493827 I See Footnotes Common Stock 2014-04-09 4 S 0 48007 28.875 D 555394 I See Footnotes Common Stock 2014-04-09 4 S 0 43799 28.875 D 506711 I See Footnotes Common Stock 2014-04-09 4 S 0 15735 28.875 D 182040 I See Footnotes Common Stock 2014-04-09 4 S 0 49312 28.875 D 570487 I See Footnotes Common Stock 2014-04-09 4 S 0 38539 28.875 D 445853 I See Footnotes Common Stock 2014-04-09 4 S 0 58696 28.875 D 679058 I See Footnotes Common Stock 2014-04-09 4 S 0 64279 28.875 D 743645 I See Footnotes Common Stock 2014-04-09 4 S 0 21426 28.875 D 247882 I See Footnotes Shares of Common Stock, par value $0.01 per share ("Common Stock"), of SeaWorld Entertainment, Inc., sold pursuant to a share repurchase agreement with the Company and each of the Partnerships (as defined below) at a purchase price of $28.875 per share. The share repurchase closed on April 9, 2014. These shares represent Common Stock that are directly held by the Partnerships (as defined below). These securities are directly held by SW Delaware L.P. ("SWD") formerly known as SW Cayman L.P. These securities are directly held by SW Delaware A L.P. ("SWDA") formerly known as SW Cayman A L.P. These securities are directly held by SW Delaware B L.P. ("SWDB") formerly known as SW Cayman B L.P. These securities are directly held by SW Delaware C L.P. ("SWDC") formerly known as SW Cayman C L.P. These securities are directly held by SW Delaware D L.P. ("SWDD"). These securities are directly held by SW Delaware E L.P. ("SWDE") formerly known as SW Cayman E L.P. These securities are directly held by SW Delaware F L.P. ("SWDF") formerly known as SW Cayman F L.P. These securities are directly held by SW Delaware Co-Invest L.P. ("SWDCI") formerly known as SW Cayman Co-Invest L.P. These securities are directly held by SW Delaware (GS) L.P. ("SWDGS") formerly known as SW Cayman (GS) L.P. These securities are directly held by SW Delaware (GSO) L.P. (together with SWD, SWDA, SWDB, SWDC, SWDD, SWDE, SWDF, SWDCI and SWDGS, the "Partnerships") formerly known as SW Cayman (GSO) L.P. Under the terms of the partnership agreements of the Partnerships, the general partner determines any voting and disposition decisions with respect to the shares of Common Stock held by the Partnerships. In certain circumstances, Blackstone and certain co-investors in the Partnerships are permitted to surrender their interests in the Partnerships to the Partnerships and receive shares of Common Stock held by the Partnerships. The general partner of each of the Partnerships is SW Cayman Limited. SW Cayman Limited is wholly owned by Blackstone Capital Partners (Cayman III) V L.P. The general partner of Blackstone Capital Partners (Cayman III) V L.P. is Blackstone Management Associates (Cayman) V L.P. The general partner of Blackstone Management Associates (Cayman) V L.P. is BCP V GP L.L.C. The sole member of BCP V GP L.L.C. is Blackstone Holdings III L.P. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. As a result of his control of Blackstone Group Management L.L.C., Mr. Schwarzman may be deemed to have voting and investment power with respect to the shares held by the Partnerships. Each of such Blackstone entities and Mr. Schwarzman may be deemed to beneficially own the shares beneficially owned by the Partnerships directly or indirectly controlled by it or him, but each (other than the Partnerships to the extent of their direct holdings) disclaims beneficial ownership of such shares, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. Due to the limitations of the Securities and Exchange Commission's EDGAR system, SW Cayman Limited, Blackstone Capital Partners (Cayman III) V L.P., Blackstone Management Associates (Cayman) V L.P., BCP V GP L.L.C., Blackstone Holdings III L.P., Blackstone Holdings III GP L.P., Blackstone Holdings III GP Management L.L.C., The Blackstone Group L.P., Blackstone Group Management L.L.C. and Stephen A. Schwarzman have filed a separate Form 4. SW DELAWARE L.P., By: SW Cayman Limited, its general partner, By: Blackstone Capital Partners (Cayman III) V L.P., its general partner, By: BCP V GP L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 2014-04-09 SW DELAWARE A L.P., By: SW Cayman Limited, its general partner, By: Blackstone Capital Partners (Cayman III) V L.P., its general partner, By: BCP V GP L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 2014-04-09 SW DELAWARE B L.P., By: SW Cayman Limited, its general partner, By: Blackstone Capital Partners (Cayman III) V L.P., its general partner, By: BCP V GP L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 2014-04-09 SW DELAWARE C L.P., By: SW Cayman Limited, its general partner, By: Blackstone Capital Partners (Cayman III) V L.P., its general partner, By: BCP V GP L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 2014-04-09 SW DELAWARE D L.P., By: SW Cayman Limited, its general partner, By: Blackstone Capital Partners (Cayman III) V L.P., its general partner, By: BCP V GP L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 2014-04-09 SW DELAWARE E L.P., By: SW Cayman Limited, its general partner, By: Blackstone Capital Partners (Cayman III) V L.P., its general partner, By: BCP V GP L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 2014-04-09 SW DELAWARE F L.P., By: SW Cayman Limited, its general partner, By: Blackstone Capital Partners (Cayman III) V L.P., its general partner, By: BCP V GP L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 2014-04-09 SW DELAWARE CO-INVEST L.P., By: SW Cayman Limited, its general partner, By: Blackstone Capital Partners (Cayman III) V L.P., its general partner, By: BCP V GP L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: CLO 2014-04-09 SW DELAWARE (GS) L.P., By: SW Cayman Limited, its general partner, By: Blackstone Capital Partners (Cayman III) V L.P., its general partner, By: BCP V GP L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 2014-04-09 SW DELAWARE (GSO) L.P., By: SW Cayman Limited, its general partner, By: Blackstone Capital Partners (Cayman III) V L.P., its general partner, By: BCP V GP L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: CLO 2014-04-09