SEC Form 3
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/25/2022 | 3. Issuer Name and Ticker or Trading Symbol Dave & Buster's Entertainment, Inc. [ PLAY ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Cash-Settled Total Return Swap | (2) | 04/09/2029(4) | Common Stock | 21,892 | (2) | D(1)(3) | |
| Explanation of Responses: |
| 1. Hill Path D Fund LP (the "Reporting Person") may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. The Reporting Person disclaims beneficial ownership of the securities of the Issuer owned by the other members of the Section 13(d) group and this report shall not be deemed an admission that it is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| 2. The Reporting Person entered into a cash-settled total return swap agreement with an unaffiliated third party financial institution as the counterparty (the "Swap") that established economic exposure to 21,892 notional shares of the Issuer's Common Stock (the "Subject Shares") as of April 25, 2022. The Swap provides the Reporting Person with economic results that are comparable to the economic results of ownership but does not provide the Reporting Person with the power to vote or direct the voting or dispose of or direct the disposition of the Subject Shares. |
| 3. Securities owned directly by the Reporting Person. HP D GP LLC, as the general partner of the Reporting Person, may be deemed to beneficially own the securities owned directly by the Reporting Person. Hill Path Investment Holdings II LLC, as the managing member of HP D GP LLC, may be deemed to beneficially own the securities owned directly by the Reporting Person. Hill Path Capital LP, as the investment manager of the Reporting Person, may be deemed to beneficially own the securities owned directly by the Reporting Person. Hill Path Holdings LLC, as the general partner of Hill Path Capital LP, may be deemed to beneficially own the securities owned directly by the Reporting Person. Mr. Ross, as the managing partner of each of Hill Path Investment Holdings II LLC, Hill Path Capital LP and Hill Path Holdings LLC, may be deemed to beneficially own the securities owned directly by the Reporting Person. |
| 4. The termination date of the Swaps will be automatically extended by thirty-six months unless the counterparty elects not to so extend the termination date at least one year prior thereto. |
| Hill Path D Fund LP, By: Hill Path Capital LP, By: /s/ Scott Ross, Managing Partner | 04/27/2022 | |
| ** 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||