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