Sec Form 4 Filing - Hill Path SPV 3 LLC @ SeaWorld Entertainment, Inc. - 2020-03-20

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Hill Path SPV 3 LLC
2. Issuer Name and Ticker or Trading Symbol
SeaWorld Entertainment, Inc. [ SEAS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Explanation of Responses
(Last) (First) (Middle)
150 EAST 58TH STREET, 32ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/20/2020
(Street)
NEW YORK, NY10155
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) 03/20/2020 J( 1 ) 6,061,166 D ( 1 ) 0 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hill Path SPV 3 LLC
150 EAST 58TH STREET
32ND FLOOR
NEW YORK, NY10155
See Explanation of Responses
Signatures
Hill Path SPV 3 LLC, By: Hill Path Investment Holdings LLC, Manager, By: Scott I. Ross, Managing Partner 03/23/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Hill Path SPV 3 LLC ("Hill Path SPV") was deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the outstanding shares of Common Stock of the Issuer. On March 20, 2020, in connection with the repayment of the margin loan referenced in the Schedule 13D filed by Hill Path SPV and its affiliates (collectively, "Hill Path") on December 17, 2019, Hill Path SPV made a pro rata distribution of its shares of Common Stock of the Issuer to its parent funds, Hill Path Capital Partners LP and Hill Path Capital Co-Investment Partners LP (the "Hill Path Funds"), who originally directly held such shares. For the avoidance of doubt, this represents an internal transfer from one Hill Path affiliate to other Hill Path affiliates solely resulting in a change in the Hill Path Funds' form of beneficial ownership of their respective shares from indirect to direct with no change in pecuniary interest therein.

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