| 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)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/01/2024 |
3. Issuer Name and Ticker or Trading Symbol
Six Flags Entertainment Corporation/NEW [ FUN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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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) |
| Common Stock, par value $0.01 per share | 349,066(1) | D | |
| Common Stock, par value $0.01 per share | 2,399 | I | By Spouse |
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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 | ||||
| Explanation of Responses: |
| 1. Includes (i) 168,594 shares of common stock of the Issuer, (ii) 19,655 restricted shares of common stock of the Issuer, and (iii) restricted stock units of the Issuer which, subject to vesting, represents the right to receive, at settlement, 160,817 shares of common stock of the Issuer. |
| Remarks: |
| Pursuant to the Agreement and Plan of Merger, dated as of November 2, 2023 (the "Merger Agreement"), by and among the Issuer (f/k/a CopperSteel HoldCo, Inc.), Six Flags Entertainment Corporation ("Former Six Flags), Cedar Fair, L.P. ("Cedar Fair") and CopperSteel Merger Sub, LLC, on July 1, 2024, each unit of limited partner interest of Cedar Fair was converted into the right to receive one share of common stock of the Issuer ("Cedar Fair Conversion Ratio") and each share of common stock of Former Six Flags was converted into the right to receive 0.58 shares of common stock of the Issuer . In accordance with the terms of the Merger Agreement, all equity awards held by the Reporting Person with respect to units of limited partner interest of Cedar Fair were converted into, as adjusted by the Cedar Fair Conversion Ratio, shares of common stock of the Issuer, restricted shares of common stock of the Issuer, and restricted stock units denominated in shares of common stock of the Issuer. Exhibit 24 - Power of Attorney, incorporated herein by reference |
| /s/ Brian Witherow | 07/01/2024 | |
| ** 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. | ||
