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
SeaWorld Entertainment, Inc. [ SEAS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/22/2017
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) 08/22/2017 P 5,612 A $13.3325(9) 5,395,431 I By Hill Path Capital Partners LP(3)
Common Stock(1)(2) 08/22/2017 P 143 A $13.3325(9) 163,763 I By Hill Path Capital Co-Investment Partners LP(4)
Common Stock(1)(2) 08/22/2017 P 69,245 A $13.3325(9) 5,522,192 I By Hill Path Capital Partners Co-Investment E LP(5)
Common Stock(1)(2) 08/23/2017 P 7,483 A $13.2585(10) 5,402,914 I By Hill Path Capital Partners LP(3)
Common Stock(1)(2) 08/23/2017 P 190 A $13.2585(10) 163,953 I By Hill Path Capital Co-Investment Partners LP(4)
Common Stock(1)(2) 08/23/2017 P 92,327 A $13.2585(10) 5,614,519 I By Hill Path Capital Partners Co-Investment E LP(5)
Common Stock(1)(2) 08/24/2017 P 12,122 A $13.3485(11) 5,415,036 I By Hill Path Capital Partners LP(3)
Common Stock(1)(2) 08/24/2017 P 308 A $13.3485(11) 164,261 I By Hill Path Capital Co-Investment Partners LP(4)
Common Stock(1)(2) 08/24/2017 P 149,570 A $13.3485(11) 5,764,089 I By Hill Path Capital Partners Co-Investment E LP(5)
Common Stock(1)(2) 402,016 I By Hill Path Capital Partners Co-Investment E2 LP(6)
Common Stock(1)(2) 1,334,162 I By Hill Path Capital Partners-H LP(7)
Common Stock(1)(2) 83,900 I By Hill Path Capital Partners Co-Investment S LP(8)
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
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)
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)
1. Name and Address of Reporting Person*
Hill Path Capital Partners-H LP

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

(Street)
NEW YORK NY 10155

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Hill Path Capital Partners Co-Investment E LP

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

(Street)
NEW YORK NY 10155

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Hill Path Capital Partners Co-Investment E2 LP

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

(Street)
NEW YORK NY 10155

(City) (State) (Zip)
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)
1. Name and Address of Reporting Person*
Hill Path Capital Partners E GP LLC

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

(Street)
NEW YORK NY 10155

(City) (State) (Zip)
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)
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)
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)
Explanation of Responses:
1. This Form 4 is filed jointly by Hill Path Capital Partners LP ("Hill Path Capital"), Hill Path Co-Investment Partners LP ("Hill Path Co-Investment"), Hill Path Capital Partners-H LP ("Hill Path H"), Hill Path Capital Partners Co-Investment E LP ("Hill Path E"), Hill Path Capital Partners Co-Investment E2 LP ("Hill Path E2"), Hill Path Capital Partners Co-Investment S LP ("Hill Path S"), Hill Path Capital Partners GP LLC ("Hill Path GP"), Hill Path Capital Partners E GP LLC ("Hill Path E GP"), Hill Path Capital Partners S GP LLC ("Hill Path S GP"), Hill Path Investment Holdings LLC ("Hill Path Investment Holdings"), Hill Path Capital LP ("Hill Path"), Hill Path Holdings LLC ("Hill Path Holdings") and Scott I. Ross (collectively, the "Reporting Persons").
2. To enable all of 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 first 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 owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock 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 shares of Common Stock 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 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.
5. Shares of Common Stock owned directly by Hill Path E. Hill Path E GP, as the general partner of Hill Path E, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path E. Hill Path Investment Holdings, as the managing member of Hill Path E GP, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path E. Hill Path, as the investment manager of Hill Path E, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path E. 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 E. 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 E.
6. Shares of Common Stock owned directly by Hill Path E2. Hill Path E GP, as the general partner of Hill Path E2, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path E2. Hill Path Investment Holdings, as the managing member of Hill Path E GP, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path E2. Hill Path, as the investment manager of Hill Path E2, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path E2. 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 E2. 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 E2.
7. Shares of Common Stock owned directly by Hill Path H. Hill Path GP, as the general partner of Hill Path H, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path H. 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 H. Hill Path, as the investment manager of Hill Path H, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path H. 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 H. 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 H.
8. Shares of Common Stock owned directly by Hill Path S. Hill Path S GP, as the general partner of Hill Path S, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path S. Hill Path Investment Holdings, as the managing member of Hill Path S GP, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path S. Hill Path, as the investment manager of Hill Path S, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path S. 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 S. 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 S.
9. The price reported in Column 4 is a weighted average price. These shares of Common Stock were purchased in multiple transactions at prices ranging from $13.19 to $13.41, excluding commissions. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within the range set forth in footnote 9 to this Form 4.
10. The price reported in Column 4 is a weighted average price. These shares of Common Stock were purchased in multiple transactions at prices ranging from $13.13 to $13.31, excluding commissions. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within the range set forth in footnote 10 to this Form 4.
11. The price reported in Column 4 is a weighted average price. These shares of Common Stock were purchased in multiple transactions at prices ranging from $13.27 to $13.415, excluding commissions. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within the range set forth in footnote 11 to this Form 4.
Hill Path Capital Partners LP, By: Hill Path Capital Partners GP LLC, By: /s/ Scott I. Ross, Managing Partner 08/24/2017
Hill Path Capital Co-Investment Partners LP, By: Hill Path Capital Partners GP LLC, By: /s/ Scott I. Ross, Managing Partner 08/24/2017
Hill Path Capital Partners-H LP, By: Hill Path Capital Partners GP LLC, By: /s/ Scott I. Ross, Managing Partner 08/24/2017
Hill Path Capital Partners Co-Investment E LP, By: Hill Path Capital Partners E GP LLC, By: /s/ Scott I. Ross, Managing Partner 08/24/2017
Hill Path Capital Partners Co-Investment E2 LP, By: Hill Path Capital Partners E GP LLC, By: /s/ Scott I. Ross, Managing Partner 08/24/2017
Hill Path Capital Partners GP LLC, By: Hill Path Investment Holdings LLC, By: /s/ Scott I. Ross, Managing Partner 08/24/2017
Hill Path Capital Partners E GP LLC, By: Hill Path Investment Holdings LLC, By: /s/ Scott I. Ross, Managing Partner 08/24/2017
Hill Path Investment Holdings LLC, By: /s/ Scott I. Ross, Managing Partner 08/24/2017
Hill Path Capital LP, By: Hill Path Holdings LLC, By: /s/ Scott I. Ross, Managing Partner 08/24/2017
By: /s/ Scott I. Ross 08/24/2017
** 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).
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