-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KGYQNETKCo1CkfkNXBzG+E1gypjZ6dQ7nxNaL1qvqBghP6tBpMGfCmR3wGwsy42X nFRaEHpc9vpGOwReIQnG+A== 0001172661-11-000208.txt : 20110214 0001172661-11-000208.hdr.sgml : 20110214 20110214150108 ACCESSION NUMBER: 0001172661-11-000208 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Six Flags Entertainment Corp CENTRAL INDEX KEY: 0000701374 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 736137714 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33593 FILM NUMBER: 11606570 BUSINESS ADDRESS: STREET 1: 1540 BROADWAY, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212 652-9403 MAIL ADDRESS: STREET 1: 1540 BROADWAY, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: SIX FLAGS, INC. DATE OF NAME CHANGE: 20070322 FORMER COMPANY: FORMER CONFORMED NAME: SIX FLAGS INC DATE OF NAME CHANGE: 20000714 FORMER COMPANY: FORMER CONFORMED NAME: TIERCO GROUP INC/DE/ DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Altai Capital Management, L.P. CENTRAL INDEX KEY: 0001478982 IRS NUMBER: 270488863 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 201-5772 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 six123110a1.txt SCHEDULE 13G HOLDINGS REPORT AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Six Flags Entertainment Corporation (Name of Issuer) Common Stock, $0.025 par value per share (Title of Class of Securities) 83001A102 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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). Continued on following pages Page 1 of 11 Pages Exhibit Index: Page 10 CUSIP No. 83001A102 Page 2 of 11 Pages 1. Names of Reporting Persons. Altai Capital Management, L.P. 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 2,070,136 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With: 8. Shared Dispositive Power: 2,070,136 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,070,136 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 7.4% 12. Type of Reporting Person IA, PN CUSIP No. 83001A102 Page 3 of 11 Pages 1. Names of Reporting Persons. Altai Capital Management, LLC 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 2,070,136 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With: 8. Shared Dispositive Power: 2,070,136 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,070,136 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 7.4% 12. Type of Reporting Person HC, OO CUSIP No. 83001A102 Page 4 of 11 Pages 1. Names of Reporting Persons. Steven V. Tesoriere 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization United States of America 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 2,070,136 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With: 8. Shared Dispositive Power: 2,070,136 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,070,136 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 7.4% 12. Type of Reporting Person HC, IN CUSIP No. 83001A102 Page 5 of 11 Pages 1. Names of Reporting Persons. Rishi Bajaj 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization United States of America 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 2,070,136 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With: 8. Shared Dispositive Power: 2,070,136 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,070,136 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 7.4% 12. Type of Reporting Person HC, IN Page 6 of 11 Pages Item 1(a). Name of Issuer: Six Flags Entertainment Corporation (the "Issuer") Item 1(b). Address of Issuer's Principal Executive Offices: 924 Avenue J East, Grand Prairie, TX 75050 Item 2(a). Name of Person Filing: This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Altai Capital Management, L.P. ("ACMLP"); ii) Altai Capital Management, LLC ("ACM"); iii) Steven V. Tesoriere ("Mr. Tesoriere"); and iv) Rishi Bajaj ("Mr. Bajaj"). This Statement relates to Shares (as defined herein) held for the account of Altai Capital Master Fund, Ltd, a Cayman Islands exempted company and Altai Capital SF Master Fund, Ltd, a Cayman Islands exempted company (collectively the "Master Funds"). ACMLP is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940, as amended, and serves as investment adviser to the Master Funds. ACM is the general partner of ACMLP. Each of Mr. Tesoriere and Mr. Bajaj is a managing principal of ACMLP and a managing member of ACM. In such capacities, ACMLP, ACM, Mr. Tesoriere and Mr. Bajaj may be deemed to have voting and dispositive power over the Shares held for the account of the Master Funds. Item 2(b). Address of Principal Business Office, or, if None, Residence: The address of the principal business office of each Reporting Person is 152 West 57th Street, 10th Floor New York, NY 10019. Item 2(c). Citizenship: i) ACMLP is a Delaware limited partnership; ii) ACM is a Delaware limited liability company; iii) Mr. Tesoriere is a citizen of the United States of America; and iv) Mr. Bajaj is a citizen of the United States of America. Page 7 of 11 Pages Item 2(d). Title of Class of Securities: Common Stock, $0.025 par value per share (the "Shares") Item 2(e). CUSIP No.: 83001A102 Item 3. If This Statement is Filed Pursuant to ss.240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: This Item 3 is not applicable. Item 4. Ownership Item 4(a) Amount Beneficially Owned: As of December 31, 2010, each of the Reporting Persons may be deemed the beneficial owner of 2,070,136 Shares. Item 4(b) Percent of Class: As of December 31, 2010, each of the Reporting Persons may be deemed the beneficial owner of approximately 7.4% of Shares outstanding. (There were 27,848,323 Shares outstanding as of November 5, 2010, according to the Issuer's quarterly report on Form 10-Q, filed November 12, 2010.) Item 4(c) Number of Shares as to which the person has: ACMLP, ACM, Mr. Tesoriere, and Mr. Bajaj: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 2,070,136 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 2,070,136 Page 8 of 11 Pages Item 5. Ownership of Five Percent or Less of a Class This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person This Item 6 is not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person See disclosure in Item 2 hereof. Item 8. Identification and Classification of Members of the Group This Item 8 is not applicable. Item 9. Notice of Dissolution of Group This Item 9 is not applicable. Item 10. Certifications By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 9 of 11 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Altai Capital Management, L.P. By: /s/ Steven V. Tesoriere -------------------------- Name: Steven V. Tesoriere Title: Managing Principal Altai Capital Management, LLC By: /s/ Steven V. Tesoriere -------------------------- Name: Steven V. Tesoriere Title: Manager /s/ Steven V. Tesoriere ---------------------------- Steven V. Tesoriere /s/ Rishi Bajaj ---------------------------- Rishi Bajaj February 14, 2011 Page 10 of 11 Pages EXHIBIT INDEX Ex. Page No. A Joint Filing Agreement 11 Page 11 of 11 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock, par value $0.025 per share, of Six Flags Entertainment Corporation, dated as of February 14, 2011 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the previsions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Altai Capital Management, L.P. By: /s/ Steven V. Tesoriere -------------------------- Name: Steven V. Tesoriere Title: Managing Principal Altai Capital Management, LLC By: /s/ Steven V. Tesoriere -------------------------- Name: Steven V. Tesoriere Title: Manager /s/ Steven V. Tesoriere ---------------------------- Steven V. Tesoriere /s/ Rishi Bajaj ---------------------------- Rishi Bajaj February 14, 2011 -----END PRIVACY-ENHANCED MESSAGE-----