Reid-anderson James Form 5 Six Flags Entertainment / JAMES REID-ANDERSON ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

REID-ANDERSON JAMES

(Last) (First) (Middle)

C/O SIX FLAGS ENTERTAINMENT CORPORATION

924 AVENUE J EAST

(Street)

GRAND PRAIRIE TX 75050

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman, President & CEO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2018

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock, par value $0.025 per share	01/03/2018		G	30,976	D	$0	0	I	By GRAT
Common Stock, par value $0.025 per share	01/03/2018		A	30,976	A	$0	171,799	I	By Reporting Person's Wife as Trustee of family trust UAD 11-15-2013
Common Stock, par value $0.025 per share							300,000(1)	I	By GRAT
Common Stock, par value $0.025 per share							3,304,942(2)	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 (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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These 300,000 shares were previously reported as directly beneficially owned but in November 2018 were contributed to a grantor retained annuity trust with Mr. Reid-Anderson as trustee.

2. 126,400 shares were previously reported as indirectly owned through a grantor retained annuity trust but in January 2018 were distributed to Mr. Reid-Anderson's Revocable Trust and therefore are now reported as directly owned. End of period direct holding has been adjusted to reflect a 100 share overstatement due to a mathematical error on Form 4 filed on June 11, 2018 and continued through subsequently filed Forms 4.

Remarks:

	/s/ James Reid-Anderson	02/08/2019
	** 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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