Amended Statement of Beneficial Ownership (sc 13d/a)
December 15 2021 - 04:29PM
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. 16)1
Six Flags Entertainment Corporation
(Name
of Issuer)
Common Stock, $0.025 par value
(Title of Class of Securities)
83001A102
(CUSIP Number)
H PARTNERS MANAGEMENT, LLC
888 Seventh Ave.
29th Floor
New York, NY 10019
Attn: Rehan Jaffer
(212) 265-4200
ANDREW M. FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2250
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
December 13, 2021
(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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Rehan Jaffer
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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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OO
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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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United States of America
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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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- 0 -
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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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8,925,000
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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8,925,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,925,000
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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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10.38%
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14
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TYPE OF REPORTING PERSON
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IN
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1
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NAME OF REPORTING PERSON
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H Partners Management, LLC
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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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OO
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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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- 0 -
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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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8,925,000
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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8,925,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,925,000
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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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10.38%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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H Partners Capital, LLC
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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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OO
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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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- 0 -
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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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5,666,100
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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5,666,100
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,666,100
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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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6.59%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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H 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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|
|
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(b) ☒
|
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|
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3
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SEC USE ONLY
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|
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4
|
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SOURCE OF FUNDS
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|
|
|
|
|
|
|
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|
OO
|
|
|
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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|
|
|
|
|
|
|
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|
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
|
|
SHARES
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|
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|
|
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BENEFICIALLY
|
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- 0 -
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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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|
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REPORTING
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5,666,100
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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5,666,100
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,666,100
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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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6.59%
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14
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TYPE OF REPORTING PERSON
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PN
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The Statement on Schedule
13D, as originally filed with the Securities and Exchange Commission (the “SEC”) on May 10, 2010, as amended by Amendment
No. 1 filed with the SEC on May 24, 2010, as further amended by Amendment No. 2 filed with the SEC on April 8, 2011, as further amended
by Amendment No. 3 filed with the SEC on July 13, 2011, as further amended by Amendment No. 4 filed with the SEC on March 14, 2012, as
further amended by Amendment No. 5 filed with the SEC on February 3, 2014, as further amended by Amendment No. 6 filed with the SEC on
October 27, 2015, as further amended by Amendment No. 7 filed with the SEC on May 26, 2016, as further amended by Amendment No. 8 filed
with the SEC on May 1, 2017, as further amended by Amendment No. 9 filed with the SEC on March 12, 2018, as further amended by Amendment
No. 10 filed with the SEC on June 15, 2018, as further amended by Amendment No. 11 filed with the SEC on February 14, 2019, as further
amended by Amendment No. 12 filed with the SEC on January 16, 2020, as further amended by Amendment No. 13 filed with the SEC on February
3, 2020, as further amended by Amendment No. 14 filed with the SEC on February 26, 2020, and as further amended by Amendment No. 15 filed
with the SEC on August 23, 2021 (collectively referred to as the “Schedule 13D”), by the Reporting Persons named therein is
hereby further amended and supplemented by this Amendment No. 16 to Schedule 13D. Capitalized terms used herein and not otherwise defined
have the meanings assigned to such terms in the Schedule 13D.
The information set forth
in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule
13D is hereby amended as follows:
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended
and restated to read as follows:
The Common Stock purchased
by the Reporting Persons 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. The aggregate purchase price of the 8,925,000 shares of Common Stock beneficially
owned in the aggregate by the Reporting Persons is approximately $174,889,121, excluding brokerage commissions.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add
the following:
The Reporting Persons bought 1,000,000
shares of Common Stock between November 16, 2021 and December 13, 2021. Following these transactions, the Reporting Persons now own 8,925,000
shares of Common Stock. The Reporting Persons continue to be optimistic about the Issuer’s long-term prospects.
Item 5. Interest in Securities of the Issuer.
Items 5(a) – (c)
are hereby amended and restated to read as follows:
As of December 15, 2021,
the Reporting Persons beneficially own an aggregate of 8,925,000 shares of Common Stock, or approximately 10.38% of the 85,983,101 shares
of Common Stock outstanding as of October 22, 2021, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities
and Exchange Commission on October 27, 2021. These shares of Common Stock include shares of Common Stock received by the H Partners Entities
in connection with the Issuer’s emergence from bankruptcy and subsequently transferred between investment funds.
(a) and (b)
1) H LP directly beneficially owns 5,666,100
shares of Common Stock, constituting approximately 6.59% of the Common Stock outstanding. As of the date of this filing, H LP has shared
voting power and shared investment power with respect to all the shares of Common Stock referred to in the previous sentence.
2) H Capital, as the general partner of H LP,
may be deemed to beneficially own 5,666,100 shares of Common Stock, constituting approximately 6.59% of the Common Stock outstanding.
H Capital may be deemed to have shared voting power and shared investment power with respect to all the shares of Common Stock referred
to in the previous sentence.
3) H Management, as the investment manager
of H Capital, H Offshore and Phoenix Capital, may be deemed to beneficially own 8,925,000 shares of Common Stock, constituting approximately
10.38% of the Common Stock outstanding. H Management may be deemed to have shared voting power and shared investment power with respect
to all the shares of Common Stock referred to in the previous sentence.
4) Mr. Jaffer, as the managing member of H
Management, H Capital and Phoenix Capital, may be deemed to beneficially own 8,925,000 shares of Common Stock, constituting approximately
10.38% of the Common Stock outstanding. Mr. Jaffer may be deemed to have shared voting power and shared investment power with respect
to all the shares of Common Stock referred to in the previous sentence.
Neither the filing of this Statement nor any
of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of any Common Stock referred
to in this Statement for the purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly
disclaimed.
(c) All transactions in the Common Stock by
the Reporting Persons during the past sixty days are set forth in Schedule A and incorporated herein by reference. The Reporting Persons
undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding
the number of shares purchased at each separate price within the ranges set forth in Schedule A.
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: December 15, 2021
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H Partners Management, LLC
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By:
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/s/ Rehan Jaffer
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Name:
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Rehan Jaffer
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Title:
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Managing Member
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H Partners Capital, LLC
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By:
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/s/ Rehan Jaffer
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Name:
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Rehan Jaffer
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Title:
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Managing Member
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H Partners, LP
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By:
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H Partners Capital, LLC, its General Partner
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By:
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/s/ Rehan Jaffer
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Name:
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Rehan Jaffer
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Title:
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Managing Member
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/s/ Rehan Jaffer
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Rehan Jaffer
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SCHEDULE A
Transactions in the Common Stock During the
Past Sixty Days
Date
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Nature of
Transaction
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Amount of Securities
Purchased
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Low
Price ($)
|
High
Price ($)
|
Average
Price ($)
|
11/16/2021
|
Purchase of Common Stock
|
200,000
|
42.1100
|
43.6300
|
42.9301
|
11/17/2021
|
Purchase of Common Stock
|
200,000
|
41.1500
|
42.9100
|
41.7518
|
11/19/2021
|
Purchase of Common Stock
|
100,000
|
40.4700
|
41.5000
|
40.9293
|
11/22/2021
|
Purchase of Common Stock
|
50,000
|
39.4900
|
40.4800
|
39.9458
|
11/26/2021
|
Purchase of Common Stock
|
50,000
|
36.5500
|
38.1450
|
37.2402
|
11/29/2021
|
Purchase of Common Stock
|
100,000
|
37.0300
|
38.5000
|
37.9797
|
11/30/2021
|
Purchase of Common Stock
|
100,000
|
36.0200
|
36.9800
|
36.5031
|
12/13/2021
|
Purchase of Common Stock
|
200,000
|
36.9900
|
37.9400
|
37.5110
|
12/15/2021
|
Purchase of Common Stock
|
25,000
|
37.1500
|
39.0000
|
37.8253
|
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