Amended Statement of Beneficial Ownership (sc 13d/a)
November 07 2017 - 4:36PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 5)
1
SeaWorld Entertainment, Inc.
(Name
of Issuer)
Common Stock
,
par value $0.01 per share
(Title of Class of Securities)
81282V100
(CUSIP Number)
Liam
O’Sullivan
hill
path capital lp
150 East 58th Street, 32nd Floor
New York, New York 10155
(212) 632-5420
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
November 5, 2017
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box
¨
.
Note:
Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however,
see
the
Notes
).
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1
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NAME OF REPORTING PERSON
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HILL PATH CAPITAL PARTNERS LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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5,485,320
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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5,485,320
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,485,320
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.1%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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HILL PATH CAPITAL CO-INVESTMENT PARTNERS LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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166,046
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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166,046
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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166,046
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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HILL PATH CAPITAL PARTNERS-H LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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1,334,162
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
|
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9
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SOLE DISPOSITIVE POWER
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1,334,162
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,334,162
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.5%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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HILL PATH CAPITAL PARTNERS CO-INVESTMENT E LP
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
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(b) ☐
|
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3
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SEC USE ONLY
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4
|
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SOURCE OF FUNDS
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WC
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
|
|
NUMBER OF
|
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7
|
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SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
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|
|
6,109,962
|
|
OWNED BY
|
|
8
|
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SHARED VOTING POWER
|
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EACH
|
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|
|
|
REPORTING
|
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- 0 -
|
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PERSON WITH
|
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9
|
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SOLE DISPOSITIVE POWER
|
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6,109,962
|
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10
|
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SHARED DISPOSITIVE POWER
|
|
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|
|
|
|
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|
|
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|
- 0 -
|
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|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
6,109,962
|
|
|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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|
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13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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6.7%
|
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|
14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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HILL PATH CAPITAL PARTNERS CO-INVESTMENT E2 LP
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
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|
(b) ☐
|
|
|
|
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3
|
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SEC USE ONLY
|
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|
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|
4
|
|
SOURCE OF FUNDS
|
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|
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|
|
|
|
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|
|
WC
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
402,016
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
402,016
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
402,016
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
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|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
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TYPE OF REPORTING PERSON
|
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PN
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1
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NAME OF REPORTING PERSON
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HILL PATH CAPITAL PARTNERS CO-INVESTMENT S LP
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
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3
|
|
SEC USE ONLY
|
|
|
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|
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|
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|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
WC
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
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|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
83,900
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
83,900
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
83,900
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
HILL PATH CAPITAL PARTNERS GP LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
6,985,528
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
6,985,528
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
6,985,528
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
7.7%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
HILL PATH CAPITAL PARTNERS E GP LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
6,511,978
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
6,511,978
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
6,511,978
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
7.2%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
HILL PATH CAPITAL PARTNERS S GP LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
83,900
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
83,900
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
83,900
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
HILL PATH INVESTMENT HOLDINGS LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
13,581,406
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
13,581,406
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
13,581,406
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
15.0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
HILL PATH CAPITAL LP
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
13,581,406
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
13,581,406
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
13,581,406
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
15.0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IA, PN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
HILL PATH HOLDINGS LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
13,581,406
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
13,581,406
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
13,581,406
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
15.0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
SCOTT I. ROSS
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
13,592,129*
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
13,581,406
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
13,592,129*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
15.0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
*
Includes 10,723 Shares of unvested
restricted stock held directly by Mr. Ross.
The following constitutes
Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule
13D as specifically set forth herein.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
.
|
Item 3 is hereby amended
and restated to read as follows:
The Shares purchased
by each of Hill Path Capital, Hill Path Co-Investment, Hill Path H, Hill Path E, Hill Path E2 and Hill Path S were purchased with
working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business)
in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The
aggregate purchase price of the 5,485,320 Shares beneficially owned by Hill Path Capital is approximately $94,371,716, including
brokerage commissions. The aggregate purchase price of the 166,046 Shares beneficially owned by Hill Path Co-Investment
is approximately $2,920,366, including brokerage commissions. The aggregate purchase price of the 1,334,162 Shares
beneficially owned by Hill Path H is approximately $24,107,872, including brokerage commissions. The aggregate purchase
price of the 6,109,962 Shares beneficially owned by Hill Path E is approximately $104,180,978, including brokerage commissions.
The aggregate purchase price of the 402,016 Shares beneficially owned by Hill Path E2 is approximately $7,160,983,
including brokerage commissions. The aggregate purchase price of the 83,900 Shares beneficially owned by Hill Path
S is approximately $1,298,412, including brokerage commissions. The 10,723 Shares of unvested restricted stock held directly by
Mr. Ross were awarded to Mr. Ross by the Issuer in connection with his appointment to the Board.
|
Item 4.
|
Purpose of Transaction
.
|
Item 4 is hereby
amended to add the following:
Mr. Ross has been
appointed to the Board of Directors of the Issuer (the “Board”). Various agreements (collectively, the “Agreements”),
as set forth in Item 6 below, were entered into between certain of the Reporting Persons and the Issuer in connection therewith.
A more complete description of each of the Agreements is set forth in the Issuer’s Current Report on Form 8-K, filed with
the SEC on November 7, 2017 (the “Issuer 8-K”). Such descriptions of the Agreements are incorporated herein by reference
and are qualified in their entirety by reference to the full text of the Agreements, which are attached as Exhibits 10.1, 10.2
and 10.3, to the Issuer 8-K and are also incorporated herein by reference.
|
Item 5.
|
Interest in Securities of the Issuer
.
|
Items 5(a) –
(c) are hereby amended and restated to read as follows:
The aggregate percentage
of Shares reportedly owned by each person named herein is based upon 90,549,373 Shares outstanding, as of August 3, 2017, which
is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities
and Exchange Commission (the “SEC”) on August 9, 2017.
|
(a)
|
As of the close of business on November 6, 2017, Hill Path Capital beneficially owned 5,485,320
Shares.
|
Percentage: Approximately 6.1%
|
(b)
|
1. Sole power to vote or direct vote: 5,485,320
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,485,320
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Hill Path Capital has not entered into any transactions in the Shares during the past sixty days.
|
|
B.
|
Hill Path Co-Investment
|
|
(a)
|
As of the close of business on November 6, 2017, Hill Path Co-Investment beneficially owned 166,046
Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 166,046
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 166,046
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Hill Path Co-Investment has not entered into any transactions in the Shares during the past sixty
days.
|
|
(a)
|
As of the close of business on November 6, 2017, Hill Path H beneficially owned 1,334,162 Shares.
|
Percentage: Approximately 1.5%
|
(b)
|
1. Sole power to vote or direct vote: 1,334,162
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,334,162
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Hill Path H has not entered into any transactions in the Shares during the past sixty days.
|
|
(a)
|
As of the close of business on November 6, 2017, Hill Path E beneficially owned 6,109,962 Shares.
|
Percentage: Approximately 6.7%
|
(b)
|
1. Sole power to vote or direct vote: 6,109,962
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 6,109,962
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Hill Path E has not entered into any transactions in the Shares during the past sixty days.
|
|
(a)
|
As of the close of business on November 6, 2017, Hill Path E2 beneficially owned 402,016 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 402,016
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 402,016
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Hill Path E2 has not entered into any transactions in the Shares during the past sixty days.
|
|
(a)
|
As of the close of business on November 6, 2017, Hill Path S beneficially owned 83,900 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 83,900
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 83,900
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Hill Path S has not entered into any transactions in the Shares during the past sixty days.
|
|
(a)
|
Hill Path GP, as the general partner of each of Hill Path Capital, Hill Path Co-Investment and
Hill Path H, may be deemed the beneficial owner of the (i) 5,485,320 Shares owned by Hill Path Capital, (ii) 166,046 Shares owned
by Hill Path Co-Investment and (iii) 1,334,162 Shares owned by Hill Path H.
|
Percentage: Approximately 7.7%
|
(b)
|
1. Sole power to vote or direct vote: 6,985,528
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 6,985,528
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Hill Path GP has not entered into any transactions in the Shares during the past sixty days.
|
|
(a)
|
Hill Path E GP, as the general partner of each of Hill Path E and Hill Path E2, may be deemed the
beneficial owner of the (i) 6,109,962 Shares owned by Hill Path E and (ii) 402,016 Shares owned by Hill Path E2.
|
Percentage: Approximately 7.2%
|
(b)
|
1. Sole power to vote or direct vote: 6,511,978
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 6,511,978
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Hill Path E GP has not entered into any transactions in the Shares during the past sixty days.
|
|
(a)
|
Hill Path S GP, as the general partner of Hill Path S, may be deemed the beneficial owner of the
83,900 Shares owned by Hill Path S.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 83,900
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 83,900
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Hill Path S GP has not entered into any transactions in the Shares during the past sixty days.
|
|
J.
|
Hill Path Investment Holdings
|
|
(a)
|
Hill Path Investment Holdings, as the managing member of each of Hill Path GP, Hill Path E GP and
Hill Path S GP, may be deemed the beneficial owner of the (i) 5,485,320 Shares owned by Hill Path Capital, (ii) 166,046 Shares
owned by Hill Path Co-Investment, (iii) 1,334,162 Shares owned by Hill Path H, (iv) 6,109,962 Shares owned by Hill Path E, (v)
402,016 Shares owned by Hill Path E2 and (vi) 83,900 Shares owned by Hill Path S.
|
Percentage: Approximately 15.0%
|
(b)
|
1. Sole power to vote or direct vote: 13,581,406
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 13,581,406
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Hill Path Investment Holdings has not entered into any transactions in the Shares during the past
sixty days.
|
|
(a)
|
Hill Path, as the investment manager of each of Hill Path Capital, Hill Path Co-Investment, Hill
Path H, Hill Path E, Hill Path E2 and Hill Path S, may be deemed the beneficial owner of the (i) 5,485,320 Shares owned by Hill
Path Capital, (ii) 166,046 Shares owned by Hill Path Co-Investment, (iii) 1,334,162 Shares owned by Hill Path H, (iv) 6,109,962
Shares owned by Hill Path E, (v) 402,016 Shares owned by Hill Path E2 and (vi) 83,900 Shares owned by Hill Path S .
|
Percentage: Approximately
15.0%
|
(b)
|
1. Sole power to vote or direct vote: 13,581,406
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 13,581,406
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Hill Path has not entered into any transactions in the Shares during the past sixty days.
|
|
(a)
|
Hill Path Holdings, as the general partner of Hill Path, may be deemed the beneficial owner of
the (i) 5,485,320 Shares owned by Hill Path Capital, (ii) 166,046 Shares owned by Hill Path Co-Investment, (iii) 1,334,162 Shares
owned by Hill Path H, (iv) 6,109,962 Shares owned by Hill Path E, (v) 402,016 Shares owned by Hill Path E2 and (vi) 83,900 Shares
owned by Hill Path S .
|
Percentage: Approximately
15.0%
|
(b)
|
1. Sole power to vote or direct vote: 13,581,406
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 13,581,406
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Hill Path Holdings has not entered into any transactions in the Shares during the past sixty days.
|
|
(a)
|
As
of the close of business on November 6, 2017, Mr. Ross beneficially owned 10,723 Shares of unvested restricted stock. Mr. Ross,
as the managing partner of each of Hill Path Investment Holdings, Hill Path and Hill Path Holdings, may be deemed the beneficial
owner of the (i) 5,485,320 Shares owned by Hill Path Capital, (ii) 166,046 Shares owned by Hill Path Co-Investment, (iii) 1,334,162
Shares owned by Hill Path H, (iv) 6,109,962 Shares owned by Hill Path E, (v) 402,016 Shares owned by Hill Path E2 and (vi) 83,900
Shares owned by Hill Path S.
|
Percentage: Approximately
15.0%
|
(b)
|
1. Sole power to vote or direct vote: 13,592,129
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 13,581,406
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Except as otherwise disclosed herein, there have been no transactions in securities of the Issuer by Mr. Ross
during the past sixty days. On November 6, 2017, Mr. Ross was awarded 10,723 Shares of unvested restricted stock from the Issuer
in connection with his appointment to the Board, which vest in three annual installments beginning on November 6, 2018. All restricted
stock in this Item 5 were awarded to Mr. Ross in his capacity as director of the Issuer.
|
Each of the Reporting
Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the Shares owned by the other
Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are,
for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any Shares he or it does not directly own. Each
of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly
own.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.
|
Item 6 is hereby amended
to add the following:
On November 5, 2017,
Hill Path and the Issuer entered into a Cooperation Agreement described in Item 4 above and referenced as Exhibit 99.1 hereto.
On November 5, 2017,
Hill Path, Mr. Ross and the Issuer entered into an Undertaking Agreement described in Item 4 above and referenced as Exhibit 99.2
hereto.
On November 5, 2017,
Hill Path and the Issuer entered into a Side Letter, described in Item 4 above and referenced as Exhibit 99.3 hereto.
Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits
.
|
Item 7 is
hereby amended to add the following exhibits:
|
99.1
|
Cooperation Agreement by and between Hill Path Capital LP and SeaWorld Entertainment, Inc., dated
November 5, 2017 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC
on November 7, 2017).
|
|
99.2
|
Undertaking Agreement by and between Hill Path Capital LP, Scott I. Ross and SeaWorld
Entertainment, Inc., dated November 5, 2017 (incorporated by
reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer
with the SEC on November 7, 2017).
|
|
99.3
|
Side Letter, by and between Hill Path Capital LP and SeaWorld Entertainment, Inc., dated November
5, 2017 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer with the SEC on November
7, 2017).
|
SIGNATURES
After reasonable
inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: November 7,
2017
|
Hill Path Capital Partners LP
|
|
|
|
|
By:
|
Hill Path Capital LP
Investment Manager
|
|
|
|
|
By:
|
/s/ Scott I. Ross
|
|
|
Name:
|
Scott I. Ross
|
|
|
Title:
|
Managing Partner
|
|
Hill Path Capital Co-Investment Partners LP
|
|
|
|
|
By:
|
Hill Path Capital LP
Investment Manager
|
|
|
|
|
By:
|
/s/ Scott I. Ross
|
|
|
Name:
|
Scott I. Ross
|
|
|
Title:
|
Managing Partner
|
|
Hill Path Capital Partners-H LP
|
|
|
|
|
By:
|
Hill Path Capital LP
Investment Manager
|
|
|
|
|
By:
|
/s/ Scott I. Ross
|
|
|
Name:
|
Scott I. Ross
|
|
|
Title:
|
Managing Partner
|
|
Hill Path Capital Partners Co-Investment E LP
|
|
|
|
|
By:
|
Hill Path Capital LP
Investment Manager
|
|
|
|
|
By:
|
/s/ Scott I. Ross
|
|
|
Name:
|
Scott I. Ross
|
|
|
Title:
|
Managing Partner
|
|
Hill Path Capital Partners Co-Investment E2 LP
|
|
|
|
|
By:
|
Hill Path Capital LP
Investment Manager
|
|
|
|
|
By:
|
/s/ Scott I. Ross
|
|
|
Name:
|
Scott I. Ross
|
|
|
Title:
|
Managing Partner
|
|
Hill Path Capital Partners Co-Investment S LP
|
|
|
|
|
By:
|
Hill Path Capital LP
Investment Manager
|
|
|
|
|
By:
|
/s/ Scott I. Ross
|
|
|
Name:
|
Scott I. Ross
|
|
|
Title:
|
Managing Partner
|
|
Hill Path Capital Partners GP LLC
|
|
|
|
By:
|
Hill Path Investment Holdings LLC
Managing Member
|
|
|
|
|
By:
|
/s/ Scott I. Ross
|
|
|
Name:
|
Scott I. Ross
|
|
|
Title:
|
Managing Partner
|
|
Hill Path Capital Partners E GP LLC
|
|
|
|
|
By:
|
Hill Path Investment Holdings LLC
Managing Member
|
|
|
|
|
By:
|
/s/ Scott I. Ross
|
|
|
Name:
|
Scott I. Ross
|
|
|
Title:
|
Managing Partner
|
|
Hill Path Capital Partners S GP LLC
|
|
|
|
|
By:
|
Hill Path Investment Holdings LLC
Managing Member
|
|
|
|
|
By:
|
/s/ Scott I. Ross
|
|
|
Name:
|
Scott I. Ross
|
|
|
Title:
|
Managing Partner
|
|
Hill Path Investment Holdings LLC
|
|
|
|
|
By:
|
/s/ Scott I. Ross
|
|
|
Name:
|
Scott I. Ross
|
|
|
Title
|
Managing Partner
|
|
Hill Path Capital LP
|
|
|
|
|
By:
|
Hill Path Holdings LLC
General Partner
|
|
|
|
|
By:
|
/s/ Scott I. Ross
|
|
|
Name:
|
Scott I. Ross
|
|
|
Title:
|
Managing Partner
|
|
Hill Path Holdings LLC
|
|
|
|
|
By:
|
/s/ Scott I. Ross
|
|
|
Name:
|
Scott I. Ross
|
|
|
Title:
|
Managing Partner
|
|
/s/ Scott I. Ross
|
|
Scott I. Ross
|
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