SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Mehta Neil K.

(Last)

(First)

(Middle)

C/O APOLLO MANAGEMENT, L.P.,

9 WEST 57TH STREET, 43RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/14/2014

3. Issuer Name and Ticker or Trading Symbol
CEC ENTERTAINMENT INC [ CEC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.10 per share	0⁽¹⁾⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Mr. Mehta is associated with Apollo Management, L.P. ("Apollo Management") and its affiliated managers, including Apollo Management VIII, L.P. ("Management VIII"). Management VIII is the manager of AP VIII Queso Holdings, L.P. ("AP VIII Queso"), which is the sole shareholder of Queso Holdings Inc. ("Queso Holdings"), which is the sole shareholder of Q Merger Sub Inc. ("Q Merger Sub"), which holds shares of common stock of CEC Entertainment, Inc. (the "Issuer"). This report does not include any securities of the Issuer that are held by Q Merger Sub or Queso Holdings, or that may be deemed to be beneficially owned by AP VIII Queso, Management VIII, Apollo Management or any other Apollo investment managers or investment advisors affiliated with AP VIII Queso, and Mr. Mehta disclaims beneficial ownership of all such securities.

2. (Continued from footnote 1) This report shall not be deemed an admission that Mr. Mehta is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:

	/s/ Neil Mehta	02/18/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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