| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Six Flags Entertainment Corp [ SIX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/24/2014 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.025 per share | 08/24/2014 | A | 4,552(1) | A | $0 | 295,559(2) | D | |||
| Common Stock, par value $0.025 per share | 08/25/2014 | M | 27,000(3) | A | $16.81 | 322,559(2) | D | |||
| Common Stock, par value $0.025 per share | 08/25/2014 | S | 27,000(3) | D | $37.223(4) | 295,559(2) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $37.54 | 08/24/2014 | A | 30,000 | (5) | 08/24/2024 | Common Stock, par value $0.025 per share | 30,000 | $0 | 30,000 | D | ||||
| Employee Stock Option (Right to Buy) | $16.81 | 08/25/2014 | M | 27,000 | (6) | 08/24/2021 | Common Stock, par value $0.025 per share | 27,000 | $0 | 27,000 | D | ||||
| Explanation of Responses: |
| 1. Grant of shares of common stock pursuant to dividend equivalent rights under Issuer's Long-Term Incentive Plan. The number of shares of common stock granted was based on the conversion of cash dividend equivalents accumulated. |
| 2. Includes certain restricted stock units subject to vesting as well as 679 shares of common stock acquired pursuant to the Issuer's Employee Stock Purchase Plan since the last-filed Form 4. |
| 3. The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Lance C. Balk on February 25, 2014. |
| 4. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $37.02 to $37.65, inclusive. The reporting person undertakes to provide Issuer, any security holder of Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| 5. One-fourth of the options will vest on each of the first four anniversaries of August 24, 2014, if the reporting person has been continuously employed with the Issuer through such date, subject to accelerated vesting in certain events, including certain terminations or upon a change of control, or as provided for by the Compensation Committee of the Issuer's Board of Directors |
| 6. Mr. Balk was granted an option to purchase 108,000 shares (as adjusted for stock splits) on August 24, 2011, which vests 25% on each of the first four anniversaries of the grant date if the reporting person has been continuously employed with the Issuer through such date, subject to accelerated vesting in certain events, including certain terminations or upon a change in control, or as provided for by the Compensation Committee of the Issuer's Board of Directors. |
| Remarks: |
| /s/ Lance C. Balk | 08/26/2014 | |
| ** 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 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||