SEC Form SC 13D/A filed by SeaWorld Entertainment Inc. (Amendment)

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. 12)¹

SeaWorld Entertainment, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

81282V100

(CUSIP Number)

Scott Ross

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)

February 28, 2022

(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).

The following constitutes Amendment No. 12 to the Schedule 13D filed by the undersigned (“Amendment No. 12”). This Amendment No. 12 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended to add the following:

The 30,140 Shares held directly by Mr. Ross were awarded to him in his capacity as a director of the Issuer.

The 10,265 Shares held directly by Mr. Chambers were awarded to him in his capacity as a director of the Issuer.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 75,649,342 Shares outstanding as of February 22, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2022.

Percentage: Approximately 7.8%

Percentage: Less than 1%

Percentage: Approximately 1.8%

Percentage: Approximately 8.1%

Percentage: Less than 1%

Percentage: Less than 1%

G.       HEP Fund

Percentage: Approximately 13.9%

H.       HM Fund

Percentage: Approximately 3.6%

Percentage: 0%

J.       HAT Fund II

Percentage: 0%

Percentage: Approximately 9.8%

Percentage: Approximately 8.6%

Percentage: Less than 1%

Percentage: Approximately 13.9%

Percentage: Approximately 3.6%

Percentage: Approximately 36.0%

Percentage: Approximately 36.0%

Percentage: Approximately 36.0%

Percentage: Approximately 36.0%

T.       Mr. Chambers

Percentage: Less than 1%

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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

Item 6 is hereby amended to add the following:

On June 11, 2021, Mr. Ross was granted 2,700 deferred stock units pursuant to the Issuer's 2017 Omnibus Incentive Plan, which vest 100% on the day before the Issuer’s 2022 Annual Meeting of Stockholders. The Shares subject to these units will be issued to Mr. Ross on the three-month anniversary of the date Mr. Ross no longer serves on the Board of Directors of the Issuer (the “Board”).

On June 11, 2021, Mr. Chambers was granted 2,700 deferred stock units pursuant to the Issuer's 2017 Omnibus Incentive Plan, which vest 100% on the day before the Issuer’s 2022 Annual Meeting of Stockholders. The Shares subject to these units will be issued to Mr. Chambers on the three-month anniversary of the date Mr. Chambers no longer serves on the Board.

As of the close of business on the date hereof, HAT Fund and HAT Fund II (collectively, the “HAT Funds”) have entered into cash-settled total return swap agreements with Nomura Global Financial Products Inc. as the counterparty (collectively, the “Swaps”) that establish economic exposure to an aggregate of 3,130,373 notional Shares and an aggregate of 1,291,058 notional Shares, respectively. The Swaps provide the HAT Funds with economic exposure to an aggregate of 4,421,431 notional Shares (the “Subject Shares”), representing approximately 5.8% of the outstanding Shares, that is comparable to the economic results of ownership but do not provide them with the power to vote or direct the voting of or to dispose or direct the disposition of the Subject Shares. The Reporting Persons hereby expressly disclaim beneficial ownership of the Subject Shares. The HAT Funds may increase or decrease their economic exposure to Shares through Swaps in compliance with Rule 10b5-1 of the Exchange Act.

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: March 2, 2022