United Parks & Resorts (PRKS) Form 4 Change in insider ownership

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SW Delaware L.P.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SeaWorld Entertainment, Inc. [ SEAS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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 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	05/08/2017		S		15,820,811	D	$23	0	I	See Footnotes(1)(2)(11)(12)(13)(14)(15)
Common Stock	05/08/2017		S		493,827	D	$23	0	I	See Footnotes(1)(3)(11)(12)(13)(14)(15)
Common Stock	05/08/2017		S		555,394	D	$23	0	I	See Footnotes(1)(4)(11)(12)(13)(14)(15)
Common Stock	05/08/2017		S		506,711	D	$23	0	I	See Footnotes(1)(5)(11)(12)(13)(14)(15)
Common Stock	05/08/2017		S		132,040	D	$23	50,000	I	See Footnotes(1)(6)(11)(12)(13)(14)(15)
Common Stock	05/08/2017		S		570,487	D	$23	0	I	See Footnotes(1)(7)(11)(12)(13)(14)(15)
Common Stock	05/08/2017		S		445,853	D	$23	0	I	See Footnotes(1)(8)(11)(12)(13)(14)(15)
Common Stock	05/08/2017		S		679,058	D	$23	0	I	See Footnotes(1)(9)(11)(12)(13)(14)(15)
Common Stock	05/08/2017		S		247,882	D	$23	0	I	See Footnotes(1)(10)(11)(12)(13)(14)(15)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

SW Delaware L.P.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SW Delaware A L.P.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SW Delaware B L.P.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SW Delaware C L.P.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SW Delaware D L.P.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SW Delaware E L.P.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SW Delaware F L.P.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SW Delaware Co-Invest L.P.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SW Delaware (GSO) L.P.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Explanation of Responses:

1. These shares represent Common Stock that are directly held by the Partnerships (as defined below).

2. These securities are directly held by SW Delaware L.P. ("SWD").

3. These securities are directly held by SW Delaware A L.P. ("SWDA").

4. These securities are directly held by SW Delaware B L.P. ("SWDB").

5. These securities are directly held by SW Delaware C L.P. ("SWDC").

6. These securities are directly held by SW Delaware D L.P. ("SWDD").

7. These securities are directly held by SW Delaware E L.P. ("SWDE").

8. These securities are directly held by SW Delaware F L.P. ("SWDF").

9. These securities are directly held by SW Delaware Co-Invest L.P. ("SWDCI").

10. These securities are directly held by SW Delaware (GSO) L.P. (together with SWD, SWDA, SWDB, SWDC, SWDD, SWDE, SWDF and SWDCI, the "Blackstone Partnerships").

11. Under the terms of the partnership agreements of the Partnerships, the general partner determines any voting and disposition decisions with respect to the shares of Common Stock held by the Partnerships. In certain circumstances, Blackstone and certain co-investors in the Partnerships are permitted to surrender their interests in the Partnerships to the Partnerships and receive shares of Common Stock held by the Partnerships.

12. The general partner of each of the Partnerships is SW Cayman Limited. SW Cayman Limited is wholly owned by Blackstone Capital Partners (Cayman III) V L.P. The general partner of Blackstone Capital Partners (Cayman III) V L.P. is Blackstone Management Associates (Cayman) V L.P. The general partner of Blackstone Management Associates (Cayman) V L.P. is BCP V GP L.L.C. The sole member of BCP V GP L.L.C. is Blackstone Holdings III L.P. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P.

13. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. As a result of his control of Blackstone Group Management L.L.C., Mr. Schwarzman may be deemed to have voting and investment power with respect to the shares held by the Partnerships.

14. Each of such Blackstone entities and Mr. Schwarzman may be deemed to beneficially own the shares beneficially owned by the Partnerships directly or indirectly controlled by it or him, but each (other than the Partnerships to the extent of their direct holdings) disclaims beneficial ownership of such shares, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

15. Due to the limitations of the Securities and Exchange Commission's EDGAR system, SW Cayman Limited, Blackstone Capital Partners (Cayman III) V L.P., Blackstone Management Associates (Cayman) V L.P., BCP V GP L.L.C., Blackstone Holdings III L.P., Blackstone Holdings III GP L.P., Blackstone Holdings III GP Management L.L.C., The Blackstone Group L.P., Blackstone Group Management L.L.C. and Stephen A. Schwarzman have filed a separate Form 4.

Remarks:

	SW DELAWARE L.P., By: SW Cayman Limited, its GP, By: Blackstone Capital Partners (Cayman III) V L.P., its sole SH, By: Blackstone Management Associates (Cayman) V L.P., its GP, By: BCP V GP L.L.C., its GP, By: /s/ John G. Finley, Chief Legal Officer	05/10/2017
	SW DELAWARE A L.P., By: SW Cayman Limited, its GP, By: Blackstone Capital Partners (Cayman III) V L.P., its sole SH, By: Blackstone Management Associates (Cayman) V L.P., its GP, By: BCP V GP L.L.C., its GP, By: /s/ John G. Finley, Chief Legal Officer	05/10/2017
	SW DELAWARE B L.P., By: SW Cayman Limited, its GP, By: Blackstone Capital Partners (Cayman III) V L.P., its sole SH, By: Blackstone Management Associates (Cayman) V L.P., its GP, By: BCP V GP L.L.C., its GP, By: /s/ John G. Finley, Chief Legal Officer	05/10/2017
	SW DELAWARE C L.P., By: SW Cayman Limited, its GP, By: Blackstone Capital Partners (Cayman III) V L.P., its sole SH, By: Blackstone Management Associates (Cayman) V L.P., its GP, By: BCP V GP L.L.C., its GP, By: /s/ John G. Finley, Chief Legal Officer	05/10/2017
	SW DELAWARE D L.P., By: SW Cayman Limited, its GP, By: Blackstone Capital Partners (Cayman III) V L.P., its sole SH, By: Blackstone Management Associates (Cayman) V L.P., its GP, By: BCP V GP L.L.C., its GP, By: /s/ John G. Finley, Chief Legal Officer	05/10/2017
	SW DELAWARE E L.P., By: SW Cayman Limited, its GP, By: Blackstone Capital Partners (Cayman III) V L.P., its sole SH, By: Blackstone Management Associates (Cayman) V L.P., its GP, By: BCP V GP L.L.C., its GP, By: /s/ John G. Finley, Chief Legal Officer	05/10/2017
	SW DELAWARE F L.P., By: SW Cayman Limited, its GP, By: Blackstone Capital Partners (Cayman III) V L.P., its sole SH, By: Blackstone Management Associates (Cayman) V L.P., its GP, By: BCP V GP L.L.C., its GP, By: /s/ John G. Finley, Chief Legal Officer	05/10/2017
	SW DELAWARE CO-INVEST L.P., By: SW Cayman Limited, its GP, By: Blackstone Capital Partners (Cayman III) V LP, its sole SH, By: Blackstone Management Associates (Cayman) V LP, its GP, By: BCP V GP L.L.C., its GP, By: /s/ John G. Finley, Chief Legal Officer	05/10/2017
	SW DELAWARE (GSO) L.P., By: SW Cayman Limited, its GP, By: Blackstone Capital Partners (Cayman III) V L.P., its sole SH, By: Blackstone Management Associates (Cayman) V L.P., its GP, By: BCP V GP L.L.C., its GP, By: /s/ John G. Finley, Chief Legal Officer	05/10/2017
	** 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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