0000921895-22-001393.txt : 20220427 0000921895-22-001393.hdr.sgml : 20220427 20220427200449 ACCESSION NUMBER: 0000921895-22-001393 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220425 FILED AS OF DATE: 20220427 DATE AS OF CHANGE: 20220427 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hill Path D Fund LP CENTRAL INDEX KEY: 0001839267 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35664 FILM NUMBER: 22861675 BUSINESS ADDRESS: STREET 1: 150 E 58TH STREET STREET 2: FLOOR 32 CITY: NEW YORK STATE: NY ZIP: 10155 BUSINESS PHONE: 2126325440 MAIL ADDRESS: STREET 1: 150 E 58TH STREET STREET 2: FLOOR 32 CITY: NEW YORK STATE: NY ZIP: 10155 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Dave & Buster's Entertainment, Inc. CENTRAL INDEX KEY: 0001525769 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 352382255 STATE OF INCORPORATION: DE FISCAL YEAR END: 0202 BUSINESS ADDRESS: STREET 1: 2481 MANANA DRIVE CITY: DALLAS STATE: TX ZIP: 75220 BUSINESS PHONE: 214-357-9588 MAIL ADDRESS: STREET 1: 2481 MANANA DRIVE CITY: DALLAS STATE: TX ZIP: 75220 FORMER COMPANY: FORMER CONFORMED NAME: Dave & Buster's Parent, Inc. DATE OF NAME CHANGE: 20110713 4 1 form411269004b_04272022.xml OWNERSHIP DOCUMENT X0306 4 2022-04-25 0 0001525769 Dave & Buster's Entertainment, Inc. PLAY 0001839267 Hill Path D Fund LP 150 EAST 58TH STREET 32ND FLOOR NEW YORK NY 10155 0 0 0 1 SEE EXPLANATION OF RESPONSES Common Stock 2095246 I By Hill Path Capital Partners LP Common Stock 2869527 I By Hill Path Capital Partners II LP Common Stock 53231 I By Hill Path Capital Co-Investment Partners LP Cash-Settled Total Return Swap 2022-04-25 4 P 1 21893 47.1825 A 2029-04-09 Common Stock 21893 21893 I By Hill Path Capital Partners II LP Cash-Settled Total Return Swap 2022-04-25 4 P 1 21892 47.1825 A 2029-04-09 Common Stock 21892 21892 I By Hill Path D Fund LP Cash-Settled Total Return Swap 2022-04-26 4 P 1 53359 46.9096 A 2029-04-09 Common Stock 53359 53359 I By Hill Path Capital Partners II LP Cash-Settled Total Return Swap 2022-04-26 4 P 1 53360 46.9096 A 2029-04-09 Common Stock 53360 53360 I By Hill Path D Fund LP Cash-Settled Total Return Swap 2022-04-27 4 P 1 86983 46.0477 A 2029-04-09 Common Stock 86983 86983 I By Hill Path Capital Partners II LP Cash-Settled Total Return Swap 2022-04-27 4 P 1 86983 46.0477 A 2029-04-09 Common Stock 86983 86983 I By Hill Path D Fund LP 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 D Fund LP ("Hill Path D Fund"), 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"). To enable the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. 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. 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. 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. 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. 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. To date, Hill Path Capital II and Hill Path D Fund (collectively, the "Hill Funds") have 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 889,933 notional shares of Common Stock and an aggregate of 162,235 notional shares of Common Stock, respectively. To date, the Swaps provide the Hill Funds with economic exposure to an aggregate of 1,052,168 notional shares of Common Stock (the "Subject Shares") and provide the Hill Funds with economic results that are comparable to the economic results of ownership but do not provide the Hill Funds with the power to vote or direct the voting or dispose of or direct the disposition of the Subject Shares. 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. Securities owned directly by Hill Path D Fund. HP D GP LLC ("HP D GP"), as the general partner of Hill Path D Fund, may be deemed to beneficially own the securities owned directly by Hill Path D Fund. Hill Path Investment Holdings II, as the managing member of HP D GP, may be deemed to beneficially own the securities owned directly by Hill Path D Fund. Hill Path, as the investment manager of Hill Path D Fund, may be deemed to beneficially own the securities owned directly by Hill Path D Fund. Hill Path Holdings, as the general partner of Hill Path, may be deemed to beneficially own the securities owned directly by Hill Path D Fund. 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 D Fund. Hill Path D Fund LP, By: Hill Path Capital LP, By: /s/ Scott Ross, Managing Partner 2022-04-27