SEC FORM 4

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^*

VAN DYKE STEVEN A

(Last)

(First)

(Middle)

375 PARK AVENUE, 20TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Six Flags Entertainment Corp [ SIX ]

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)
11/02/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.025 per share	11/02/2010		J		236,055	D	⁽¹⁾⁽⁴⁾	3,906,062⁽¹⁾⁽⁴⁾	I⁽¹⁾⁽⁴⁾	See footnotes⁽¹⁾⁽⁴⁾
Common Stock, par value $0.025 per share	11/02/2010		J		236,055	A	⁽¹⁾⁽⁴⁾	3,906,062⁽¹⁾⁽⁴⁾	I⁽¹⁾⁽⁴⁾	See footnotes⁽¹⁾⁽⁴⁾
Common Stock, par value $0.025 per share	11/15/2010		J		684,959	D	⁽²⁾⁽⁴⁾	3,221,103⁽²⁾⁽⁴⁾	I⁽²⁾⁽⁴⁾	See footnotes⁽²⁾⁽⁴⁾
Common Stock, par value $0.025 per share	11/19/2010		P	V	684,959	A	$50.05	3,906,062⁽³⁾⁽⁴⁾	I⁽³⁾⁽⁴⁾	See footnotes⁽³⁾⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Bay Harbour Management, L.C. ("BHM") acted as investment adviser to a fund that directly held these shares pursuant to an investment management agreement (the "IMA"). BHM assigned its rights and obligations under the IMA to BHR Capital LLC ("BHR"). BHM and BHR are investment advisors registered under the Advisers Act. The Reporting Person is the Managing Principal of BHM and the Co-Managing Partner of BHR. As a result of the assignment of the IMA, BHM is no longer deemed to have beneficial ownership of these shares, and BHR, as investment adviser to the fund, shares voting and investment control with respect to these shares, and the Reporting Person may be deemed to have beneficial ownership of such shares. The Reporting Person disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

2. As of November 15, 2010, BHM is no longer the investment adviser to a managed account that held these shares and as of such date, is no longer deemed to have beneficial ownership of these shares. Accordingly, the Reporting Person disclaims beneficial ownership of these shares of Common Stock, except to the extent of any pecuniary interest therein.

3. On November 19, 2010, certain investment funds (each a "Fund") managed by BHR purchased these shares in a private transaction. BHR shares voting and investment control of these shares with such Funds. No Fund holds more than 10% of the outstanding Common Stock. The Reporting Person disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein. The Reporting Person also directly holds 287,806 previously reported shares of Common Stock.

4. This filing should not be deemed an admission of beneficial ownership for Section 16 purposes or any other purpose.

Remarks:

	/s/ Steven Van Dyke	11/19/2010
	** 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).
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