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
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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*
Hill Path Capital Partners LP

(Last) (First) (Middle)
150 EAST 58TH STREET
32ND FLOOR

(Street)
NEW YORK NY 10155

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Dave & Buster's Entertainment, Inc. [ PLAY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
SEE EXPLANATION OF RESPONSES
3. Date of Earliest Transaction (Month/Day/Year)
04/08/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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(1)(2) 2,095,246 I By Hill Path Capital Partners LP(3)
Common Stock(1)(2) 2,869,527 I By Hill Path Capital Partners II LP(4)
Common Stock(1)(2) 53,231 I By Hill Path Capital Co-Investment Partners LP(5)
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
Cash-Settled Total Return Swap(7) (7) 04/08/2022 P/K 90,325 (7) 04/09/2029(8) Common Stock 90,325 $40.4292 90,325 I By Hill Path Capital Partners II LP(6)
Cash-Settled Total Return Swap(7) (7) 04/11/2022 P/K 218,217 (7) 04/09/2029(8) Common Stock 218,217 $42.2334 218,217 I By Hill Path Capital Partners II LP(6)
Cash-Settled Total Return Swap(7) (7) 04/12/2022 P/K 155,000 (7) 04/09/2029(8) Common Stock 155,000 $43.1884 155,000 I By Hill Path Capital Partners II LP(6)
1. Name and Address of Reporting Person*
Hill Path Capital Partners LP

(Last) (First) (Middle)
150 EAST 58TH STREET
32ND FLOOR

(Street)
NEW YORK NY 10155

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
SEE EXPLANATION OF RESPONSES
1. Name and Address of Reporting Person*
Hill Path Capital Partners II LP

(Last) (First) (Middle)
150 EAST 58TH STREET
32ND FLOOR

(Street)
NEW YORK NY 10155

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
SEE EXPLANATION OF RESPONSES
1. Name and Address of Reporting Person*
Hill Path Capital Co-Investment Partners LP

(Last) (First) (Middle)
150 EAST 58TH STREET
32ND FLOOR

(Street)
NEW YORK NY 10155

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
SEE EXPLANATION OF RESPONSES
1. Name and Address of Reporting Person*
Hill Path Capital Partners GP LLC

(Last) (First) (Middle)
150 EAST 58TH STREET
32ND FLOOR

(Street)
NEW YORK NY 10155

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
SEE EXPLANATION OF RESPONSES
1. Name and Address of Reporting Person*
Hill Path Capital Partners II GP LLC

(Last) (First) (Middle)
150 EAST 58TH STREET
32ND FLOOR

(Street)
NEW YORK NY 10155

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
SEE EXPLANATION OF RESPONSES
1. Name and Address of Reporting Person*
Hill Path Investment Holdings LLC

(Last) (First) (Middle)
150 EAST 58TH STREET
32ND FLOOR

(Street)
NEW YORK NY 10155

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
SEE EXPLANATION OF RESPONSES
1. Name and Address of Reporting Person*
Hill Path Investment Holdings II LLC

(Last) (First) (Middle)
150 EAST 58TH STREET
32ND FLOOR

(Street)
NEW YORK NY 10155

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
SEE EXPLANATION OF RESPONSES
1. Name and Address of Reporting Person*
Hill Path Capital LP

(Last) (First) (Middle)
150 EAST 58TH STREET
32ND FLOOR

(Street)
NEW YORK NY 10155

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Hill Path Holdings LLC

(Last) (First) (Middle)
150 EAST 58TH STREET
32ND FLOOR

(Street)
NEW YORK NY 10155

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ROSS SCOTT I

(Last) (First) (Middle)
150 EAST 58TH STREET
32ND FLOOR

(Street)
NEW YORK NY 10155

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This Form 4 is filed jointly by Hill Path Capital Partners LP ("Hill Path Capital"), Hill Path Capital Partners II LP ("Hill Path Capital II"), Hill Path Co-Investment Partners LP ("Hill Path Co-Investment"), Hill Path Capital Partners GP LLC ("Hill Path GP"), Hill Path Capital Partners II GP LLC ("Hill Path GP II"), Hill Path Investment Holdings LLC ("Hill Path Investment Holdings"), Hill Path Investment Holdings II LLC ("Hill Path Investment Holdings II"), Hill Path Capital LP ("Hill Path"), Hill Path Holdings LLC ("Hill Path Holdings") and Scott Ross ("Mr. Ross," and collectively with the aforementioned entities, the "Reporting Persons").
2. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock (the "Common Stock"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
3. Shares of Common Stock owned directly by Hill Path Capital. Hill Path GP, as the general partner of Hill Path Capital, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Capital. Hill Path Investment Holdings, as the managing member of Hill Path GP, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Capital. Hill Path, as the investment manager of Hill Path Capital, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Capital. Hill Path Holdings, as the general partner of Hill Path, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Capital. Mr. Ross, as the managing partner of each of Hill Path Investment Holdings, Hill Path and Hill Path Holdings, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Capital.
4. Shares of Common Stock owned directly by Hill Path Capital II. Hill Path GP II, as the general partner of Hill Path Capital II, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Capital II. Hill Path Investment Holdings II, as the managing member of Hill Path GP II, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Capital II. Hill Path, as the investment manager of Hill Path Capital II, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Capital II. Hill Path Holdings, as the general partner of Hill Path, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Capital II. Mr. Ross, as the managing partner of each of Hill Path Investment Holdings II, Hill Path and Hill Path Holdings, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Capital II.
5. Shares of Common Stock owned directly by Hill Path Co-Investment. Hill Path GP, as the general partner of Hill Path Co-Investment, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Co-Investment. Hill Path Investment Holdings, as the managing member of Hill Path GP, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Co-Investment. Hill Path, as the investment manager of Hill Path Co-Investment, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Co-Investment. Hill Path Holdings, as the general partner of Hill Path, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Co-Investment. Mr. Ross, as the managing partner of each of Hill Path Investment Holdings, Hill Path and Hill Path Holdings, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Co-Investment.
6. Securities owned directly by Hill Path Capital II. Hill Path GP II, as the general partner of Hill Path Capital II, may be deemed to beneficially own the securities owned directly by Hill Path Capital II. Hill Path Investment Holdings II, as the managing member of Hill Path GP II, may be deemed to beneficially own the securities owned directly by Hill Path Capital II. Hill Path, as the investment manager of Hill Path Capital II, may be deemed to beneficially own the securities owned directly by Hill Path Capital II. Hill Path Holdings, as the general partner of Hill Path, may be deemed to beneficially own the securities owned directly by Hill Path Capital II. Mr. Ross, as the managing partner of each of Hill Path Investment Holdings II, Hill Path and Hill Path Holdings, may be deemed to beneficially own the securities owned directly by Hill Path Capital II.
7. To date, Hill Path Capital II has entered into cash-settled total return swap agreements with an unaffiliated third party financial institution as the counterparty (collectively, the "Swaps") that establish economic exposure to an aggregate of 463,542 notional shares of Common Stock (the "Subject Shares"). The Swaps provide Hill Path Capital II with economic exposure to the Subject Shares and provide Hill Path Capital II with economic results that are comparable to the economic results of ownership of the Subject Shares, but do not provide Hill Path Capital II with the power to vote or direct the voting or dispose of or direct the disposition of the Subject Shares.
8. The termination date of the Swaps will be automatically extended by thirty-six months unless the counterparty elects not to so extend the termination date at least one year prior thereto.
Hill Path Capital Partners LP, By: Hill Path Capital Partners GP LLC, By: /s/ Scott Ross, Managing Partner 04/12/2022
Hill Path Capital Partners II LP, By: Hill Path Capital Partners II GP LLC, By: /s/ Scott Ross, Managing Partner 04/12/2022
Hill Path Capital Co-Investment Partners LP, By: Hill Path Capital Partners GP LLC, By: /s/ Scott Ross, Managing Partner 04/12/2022
Hill Path Capital Partners GP LLC, By: Hill Path Investment Holdings LLC, By: /s/ Scott Ross, Managing Partner 04/12/2022
Hill Path Capital Partners II GP LLC, By: Hill Path Investment Holdings II LLC, By: /s/ Scott Ross, Managing Partner 04/12/2022
Hill Path Investment Holdings LLC, By: /s/ Scott Ross, Managing Partner 04/12/2022
Hill Path Investment Holdings II LLC, By: /s/ Scott Ross, Managing Partner 04/12/2022
Hill Path Capital LP, By: Hill Path Holdings LLC, By: /s/ Scott Ross, Managing Partner 04/12/2022
Hill Path Holdings LLC, By: /s/ Scott Ross, Managing Partner 04/12/2022
By: /s/ Scott Ross 04/12/2022
** 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.
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