| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SeaWorld Entertainment, Inc. [ SEAS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/27/2019 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 Shares, par value $0.01 per share | 05/27/2019 | S | 13,214,000(1)(2) | D | $26.71 | 6,238,063 | I | See Footnotes(1)(4)(5)(6) | ||
| Common Shares, par value $0.01 per share | 05/27/2019 | S | 5,615,874(1)(3) | D | $26.71 | 622,189 | I | See Footnotes(1)(4)(5)(6) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The shares of Common Stock (the "Shares") are held in the name of a security agent (the "Security Agent") on behalf of PA Eminent Opportunity VI Limited ("PA Opportunity VI") and a junior investor (the "Junior Investor"). |
| 2. On May 27, 2019, the Security Agent, on behalf of the Reporting Persons, entered into a stock purchase agreement with Hill Path Capital LP and certain of its affiliates pursuant to which the Security Agent agreed to sell 13,214,000 Shares. The transaction is expected to close on or about May 30, 2019, subject to the satisfaction of customary closing conditions. |
| 3. On May 27, 2019, the Security Agent, on behalf of the Reporting Persons, entered into a share repurchase agreement with the Issuer pursuant to which it agreed to sell 5,615,874 Shares. The transaction is expected to close on or about May 30, 2019, subject to the satisfaction of customary closing conditions. |
| 4. PAG Holdings Limited ("PAG Holdings") owns 99.2% of the equity interests in Pacific Alliance Group Limited ("PAG Limited"), each a company organized under the laws of the Cayman Islands. PAG Limited owns 90.0% of the equity interests in Pacific Alliance Investment Management Limited ("Pacific Alliance Investment Management"), a company organized under the laws of Cayman Islands, acting as the investment manager of Pacific Alliance Asia Opportunity Fund L.P. and PAG Asia Loan Fund II L.P, each a limited exempted partnership established under the laws of the Cayman Islands. Pacific Alliance Asia Opportunity Fund L.P. and PAG Asia Loan Fund II L.P. own 50.0% and 23.3% of the equity interests, respectively, in PA Grand Opportunity II Limited ("PA Opportunity II"), a company organized under the laws of British Virgin Islands. |
| 5. PA Opportunity II owns 100.0% of the equity interests of PA Opportunity VI, a company organized under the laws of British Virgin Islands. Therefore, the Shares may be deemed to be beneficially owned by PAG Holdings, PAG Limited, Pacific Alliance Investment Management, PA Opportunity II and PA Opportunity VI. |
| 6. This Form 4 is jointly filed by (i) PAG Holdings, (ii) PAG Limited, (iii) Pacific Alliance Investment Management, (iv) PA Opportunity II and (v) PA Opportunity VI. Each of the Reporting Persons hereunder disclaims beneficial ownership of the Shares except to the extent of its pecuniary interest therein. The Security Agent does not have discretionary authority over the Shares; the Junior Investor has certain limited discretionary authority over the Shares, but will not have the power to vote or dispose of the Shares until the debt owed to PA Opportunity VI that is secured by the Shares is fully discharged (assuming the Security Agent still holds the Shares at that time). |
| PAG HOLDINGS LIMITED By: /s/ Derek Roy Crane Name: Derek Roy Crane Title: Director | 05/29/2019 | |
| PACIFIC ALLIANCE GROUP LIMITED By: /s/ Derek Roy Crane Name: Derek Roy Crane Title: Director | 05/29/2019 | |
| PACIFIC ALLIANCE INVESTMENT MANAGEMENT LIMITED By: /s/ Derek Roy Crane Name: Derek Roy Crane Title: Director | 05/29/2019 | |
| PA GRAND OPPORTUNITY II LIMITED By: /s/ Derek Roy Crane Name: Derek Roy Crane Title: Director of PAX Secretaries Limited, Sole Director of PA Grand Opportunity II Limited | 05/29/2019 | |
| PA EMINENT OPPORTUNITY VI LIMITED By: /s/ Derek Roy Crane Name: Derek Roy Crane Title: Director of PAX Secretaries Limited, Sole Director of PA Eminent Opportunity VI Limited | 05/29/2019 | |
| ** 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. | ||