SEC Form 4
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
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*
HAWRYLAK WALTER

(Last) (First) (Middle)
C/O SIX FLAGS,ENTERTAINMENT CORPORATION
924 AVENUE J EAST

(Street)
GRAND PRAIRIE TX 75050

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Six Flags Entertainment Corp [ SIX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP- Administration, Secretary
3. Date of Earliest Transaction (Month/Day/Year)
08/24/2014
4. 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 Acquired, Disposed of, or Beneficially Owned
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 3,305 (1) A $0 243,415 (2) D
Common Stock, par value $0.025 per share 08/25/2014 M 19,500 (3) A $16.81 262,915 (2) D
Common Stock, par value $0.025 per share 08/25/2014 M 9,750 (3) A $27.76 272,665 (2) D
Common Stock, par value $0.025 per share 08/25/2014 M 5,250 (3) A $34.49 277,915 (2) D
Common Stock, par value $0.025 per share 08/25/2014 S 5,022 (3) D $37.22 (4) 272,893 (2) D
Common Stock, par value $0.025 per share 08/25/2014 S 13,594 (3) D $37.223 (5) 259,299 (2) D
Common Stock, par value $0.025 per share 08/25/2014 S 8,363 (3) D $37.222 (6) 250,936 (2) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 25,000 (7) 08/24/2024 Common Stock, par value $0.025 per share 25,000 $0 25,000 D
Employee Stock Option (Right to Buy) $16.81 08/25/2014 M 19,500 (8) 08/24/2021 Common Stock, par value $0.025 per share 19,500 $0 19,500 D
Employee Stock Option (Right to Buy) $27.76 08/25/2014 M 9,750 (9) 08/24/2022 Common Stock, par value $0.025 per share 9,750 $0 19,500 D
Employee Stock Option (Right to Buy) $34.49 08/25/2014 M 5,250 (10) 08/24/2023 Common Stock, par value $0.025 per share 5,250 $0 15,750 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 subject to vesting.
3. The transactions reported on this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by Walter S. Hawrylak on March 12, 2014.
4. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $37.08 to $37.55, 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. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $37.02 to $37.67, 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.
6. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $37.03 to $37.64, 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.
7. 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
8. Mr. Hawrylak was granted an option to purchase 78,000 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.
9. Mr. Hawrylak was granted an option to purchase 39,000 shares (as adjusted for stock splits) on August 24, 2012, 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.
10. Mr. Hawrylak was granted an option to purchase 21,000 shares on August 24, 2013, 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/ Walter Hawrylak 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.