| 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
Six Flags Entertainment Corp [ SIX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/08/2010 | ||||||||||||||||||||||||||
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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 Stock, par value $0.025 per share | 07/08/2010 | S | 700,000 | D | $33 | 2,060,048(1) | D | |||
| Common Stock, par value $0.025 per share | 07/08/2010 | P | 700,000 | A | $33 | 3,906,062(2)(3) | I | See footnotes(2)(3) | ||
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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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| Explanation of Responses: |
| 1. These securities are held directly by BHR Master Fund, Ltd. (the "Fund"). As of July 8, 2010, the Fund no longer held more than ten percent (10%) of the outstanding shares of the Issuer's common stock (the "Common Stock"), and is no longer subject to the reporting requirements under Section 16 of the Securities Exchange Act of 1934, as amended, and the related rules promulgated thereunder. BHR Capital LLC ("BHR") acts as investment advisor to the Fund, and shares voting and investment control with respect to these securities with the Fund. Steven A. Van Dyke ("Mr. Van Dyke") is the Chief Investment Officer of BHR, and controls the voting and investment decisions of BHR. BHR and Mr. Van Dyke each disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein and this filing should not be deemed an admission of beneficial ownership for Section 16 purposes or any other purpose. |
| 2. Of the 3,906,062 shares of Common Stock reported on this Form 4 with respect to BHR and Mr. Van Dyke, 2,760,048 shares are held directly by certain investment funds (including the Fund) to which BHR serves as investment adviser. The remaining 1,146,014 shares of Common Stock are held by certain funds and accounts for which Bay Harbour Management, L.C. ("Bay Harbour") serves as investment adviser. Mr. Van Dyke serves as Managing Principal of Bay Harbour, and may be deemed to have beneficial ownership of all shares reported on this Form 4 that are held by funds and accounts managed by BHR or Bay Harbour. Mr. Van Dyke disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein. Mr. Van Dyke also directly holds 287,806 shares of Common Stock that have been previously reported on Form 3. |
| 3. No investment fund for which BHR or Bay Harbour serves as investment adviser individually holds more than 10% of the outstanding Common Stock. |
| Remarks: |
| /s/ Steven A. Van Dyke - as Chief Investment Officer of the Investment Manager of BHR Master Fund, Ltd. | 07/12/2010 | |
| /s/ Steven A. Van Dyke - as Chief Investment Officer of BHR Capital LLC | 07/12/2010 | |
| /s/ Steven A. Van Dyke | 07/12/2010 | |
| ** 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. | ||