0000921895-20-001785.txt : 20200615
0000921895-20-001785.hdr.sgml : 20200615
20200615195626
ACCESSION NUMBER: 0000921895-20-001785
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200611
FILED AS OF DATE: 20200615
DATE AS OF CHANGE: 20200615
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hill Path Capital Partners Co-Investment S LP
CENTRAL INDEX KEY: 0001710571
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35883
FILM NUMBER: 20964655
BUSINESS ADDRESS:
STREET 1: 150 EAST 58TH STREET, 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
BUSINESS PHONE: 212-632-5440
MAIL ADDRESS:
STREET 1: 150 EAST 58TH STREET, 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hill Path Capital Partners S GP LLC
CENTRAL INDEX KEY: 0001711306
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35883
FILM NUMBER: 20964656
BUSINESS ADDRESS:
STREET 1: 150 EAST 58TH STREET, 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
BUSINESS PHONE: 212-632-5440
MAIL ADDRESS:
STREET 1: 150 EAST 58TH STREET, 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hill Path Holdings LLC
CENTRAL INDEX KEY: 0001676388
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35883
FILM NUMBER: 20964657
BUSINESS ADDRESS:
STREET 1: 150 EAST 58TH STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
BUSINESS PHONE: 212.632.5420
MAIL ADDRESS:
STREET 1: 150 EAST 58TH STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HEP FUND LP
CENTRAL INDEX KEY: 0001778825
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35883
FILM NUMBER: 20964658
BUSINESS ADDRESS:
STREET 1: 150 EAST 58TH STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
BUSINESS PHONE: (212) 632-5420
MAIL ADDRESS:
STREET 1: 150 EAST 58TH STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HM FUND LP
CENTRAL INDEX KEY: 0001778807
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35883
FILM NUMBER: 20964659
BUSINESS ADDRESS:
STREET 1: 150 EAST 58TH STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
BUSINESS PHONE: (212) 632-5420
MAIL ADDRESS:
STREET 1: 150 EAST 58TH STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HAT Fund LP
CENTRAL INDEX KEY: 0001814671
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35883
FILM NUMBER: 20964660
BUSINESS ADDRESS:
STREET 1: 150 EAST 58TH STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
BUSINESS PHONE: 212-632-5420
MAIL ADDRESS:
STREET 1: 150 EAST 58TH STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HAT Fund II LP
CENTRAL INDEX KEY: 0001814670
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35883
FILM NUMBER: 20964661
BUSINESS ADDRESS:
STREET 1: 150 EAST 58TH STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
BUSINESS PHONE: 212-632-5420
MAIL ADDRESS:
STREET 1: 150 EAST 58TH STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HE GP LLC
CENTRAL INDEX KEY: 0001778844
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35883
FILM NUMBER: 20964662
BUSINESS ADDRESS:
STREET 1: 150 EAST 58TH STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
BUSINESS PHONE: (212) 632-5420
MAIL ADDRESS:
STREET 1: 150 EAST 58TH STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HM GP LLC
CENTRAL INDEX KEY: 0001778909
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35883
FILM NUMBER: 20964663
BUSINESS ADDRESS:
STREET 1: 150 EAST 58TH STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
BUSINESS PHONE: (212) 632-5420
MAIL ADDRESS:
STREET 1: 150 EAST 58TH STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10155
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SeaWorld Entertainment, Inc.
CENTRAL INDEX KEY: 0001564902
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990]
IRS NUMBER: 271220297
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 6240 SEA HARBOR DRIVE
CITY: ORLANDO
STATE: FL
ZIP: 32821
BUSINESS PHONE: (407) 226-5011
MAIL ADDRESS:
STREET 1: 6240 SEA HARBOR DRIVE
CITY: ORLANDO
STATE: FL
ZIP: 32821
4
1
form411269002b_06152020.xml
OWNERSHIP DOCUMENT
X0306
4
2020-06-11
0
0001564902
SeaWorld Entertainment, Inc.
SEAS
0001710571
Hill Path Capital Partners Co-Investment S LP
150 EAST 58TH STREET
32ND FLOOR
NEW YORK
NY
10155
0
0
1
0
0001711306
Hill Path Capital Partners S GP LLC
150 EAST 58TH STREET
32ND FLOOR
NEW YORK
NY
10155
0
0
1
0
0001676388
Hill Path Holdings LLC
150 EAST 58TH STREET
32ND FLOOR
NEW YORK
NY
10155
0
0
1
0
0001778825
HEP FUND LP
150 EAST 58TH STREET
32ND FLOOR
NEW YORK
NY
10155
0
0
1
0
0001778807
HM FUND LP
150 EAST 58TH STREET
32ND FLOOR
NEW YORK
NY
10155
0
0
1
0
0001814671
HAT Fund LP
150 EAST 58TH STREET
32ND FLOOR
NEW YORK
NY
10155
0
0
0
1
See Footnotes
0001814670
HAT Fund II LP
150 EAST 58TH STREET
32ND FLOOR
NEW YORK
NY
10155
0
0
0
1
See Footnotes
0001778844
HE GP LLC
150 EAST 58TH STREET
32ND FLOOR
NEW YORK
NY
10155
0
0
1
0
0001778909
HM GP LLC
150 EAST 58TH STREET
32ND FLOOR
NEW YORK
NY
10155
0
0
1
0
Common Stock
31785
I
By Scott Ross
Common Stock
5885065
I
By Hill Path Capital Partners LP
Common Stock
176201
I
By Hill Path Capital Co-Investment Partners LP
Common Stock
6109962
I
By Hill Path Capital Partners Co-Investment E LP
Common Stock
402016
I
By Hill Path Capital Partners Co-Investment E2 LP
Common Stock
1334162
I
By Hill Path Capital Partners-H LP
Common Stock
83900
I
By Hill Path Capital Partners Co-Investment S LP
Common Stock
10518006
I
By HEP Fund LP
Common Stock
2695994
I
By HM Fund LP
Cash-Settled Total Return Swap
2020-06-11
4
P
1
131609
16.8182
A
2027-06-08
Common Stock
131609
131609
I
By HAT Fund LP
Cash-Settled Total Return Swap
2020-06-11
4
P
1
54279
16.8182
A
2027-06-08
Common Stock
54279
54279
I
By HAT Fund II LP
Cash-Settled Total Return Swap
2020-06-12
4
P
1
343689
17.1000
A
2027-06-08
Common Stock
343689
343689
I
By HAT Fund LP
Cash-Settled Total Return Swap
2020-06-12
4
P
1
141748
17.1000
A
2027-06-08
Common Stock
141748
141748
I
By HAT Fund II LP
Cash-Settled Total Return Swap
2020-06-15
4
P
1
235847
17.7559
A
2027-06-08
Common Stock
235847
235847
I
By HAT Fund LP
Cash-Settled Total Return Swap
2020-06-15
4
P
1
97270
17.7559
A
2027-06-08
Common Stock
97270
97270
I
By HAT Fund II LP
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"), HEP Fund LP ("HEP Fund"), HM Fund LP ("HM Fund"), HAT Fund LP ("HAT Fund"), HAT Fund II LP ("HAT Fund II"), 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"), HE GP LLC ("HE GP"), HM GP LLC ("HM 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 Ross ("Mr. Ross," and collectively with the aforementioned entities, the "Reporting Persons").
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 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 owns more than 10% of the Issuer's outstanding shares of Common Stock. Mr. Ross is also a director of the Issuer. 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 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.
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.
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.
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.
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.
Shares of Common Stock owned directly by HEP Fund. HE GP, as the general partner of HEP Fund, may be deemed to beneficially own the shares of Common Stock owned directly by HEP Fund. Hill Path Investment Holdings, as the managing member of HE GP, may be deemed to beneficially own the shares of Common Stock owned directly by HEP Fund. Hill Path, as the investment manager of HEP Fund, may be deemed to beneficially own the shares of Common Stock owned directly by HEP Fund. Hill Path Holdings, as the general partner of Hill Path, may be deemed to beneficially own the shares of Common Stock owned directly by HEP Fund. Mr. Ross, as the managing member 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 HEP Fund.
Shares of Common Stock owned directly by HM Fund. HM GP, as the general partner of HM Fund, may be deemed to beneficially own the shares of Common Stock owned directly by HM Fund. Hill Path Investment Holdings, as the managing member of HM GP, may be deemed to beneficially own the shares of Common Stock owned directly by HM Fund. Hill Path, as the investment manager of HM Fund, may be deemed to beneficially own the shares of Common Stock owned directly by HM Fund. Hill Path Holdings, as the general partner of Hill Path, may be deemed to beneficially own the shares of Common Stock owned directly by HM Fund. Mr. Ross, as the managing member 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 HM Fund.
Securities owned directly by HAT Fund. Hill Path, as the investment manager of HAT Fund, may be deemed to beneficially own the securities owned directly by HAT Fund. Hill Path Holdings, as the general partner of Hill Path, may be deemed to beneficially own the securities owned directly by HAT Fund. Mr. Ross, as the managing member of each of Hill Path and Hill Path Holdings, may be deemed to beneficially own the securities owned directly by HAT Fund.
Securities owned directly by HAT Fund II. Hill Path, as the investment manager of HAT Fund II, may be deemed to beneficially own the securities owned directly by HAT Fund II. Hill Path Holdings, as the general partner of Hill Path, may be deemed to beneficially own the securities owned directly by HAT Fund II. Mr. Ross, as the managing member of each of Hill Path and Hill Path Holdings, may be deemed to beneficially own the securities owned directly by HAT Fund II.
HAT Fund and HAT Fund II (collectively, the "HAT 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 711,145 notional shares of Common Stock and 293,297 notional shares of Common Stock, respectively. The Swaps provide the HAT Funds with economic exposure to an aggregate of 1,004,442 notional shares of Common Stock (the "Subject Shares") and provide the HAT Funds with economic results that are comparable to the economic results of ownership but do not provide the HAT 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.
Hill Path Capital Partners Co-Investment S LP, By: Hill Path Capital Partners S GP LLC, By: /s/ Scott Ross, Managing Partner
2020-06-15
Hill Path Capital Partners S GP LLC, By: Hill Path Investment Holdings LLC, By: /s/ Scott Ross, Managing Partner
2020-06-15
Hill Path Holdings LLC, By: /s/ Scott Ross, Managing Partner
2020-06-15
HEP Fund LP, By: HE GP LLC, By: /s/ Scott Ross, Managing Partner
2020-06-15
HM Fund LP, By: HM GP LLC, By: /s/ Scott Ross, Managing Partner
2020-06-15
HAT Fund LP, By: Hill Path Capital LP, By: /s/ Scott Ross, Managing Partner
2020-06-15
HAT Fund II LP, By: Hill Path Capital LP, By: /s/ Scott Ross, Managing Partner
2020-06-15
HM GP LLC, By: Hill Path Investment Holdings LLC, By: /s/ Scott Ross, Managing Partner
2020-06-15
HEP GP LLC, By: Hill Path Investment Holdings LLC, By: /s/ Scott Ross, Managing Partner
2020-06-15