Six Flags Entertainment (FUN) Form 4 CEDAR FAIR L P / Matthew A Ouimet ownership change

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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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^*

Ouimet Matthew A

(Last) (First) (Middle)

ONE CEDAR POINT DRIVE

(Street)

SANDUSKY OH 44870

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CEDAR FAIR L P [ FUN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2021

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 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
Units of Limited Partner Interest	08/07/2020		G(1)	V	36,500	D	$0	230,931(2)(3)	I	By Trust
Units of Limited Partner Interest	02/04/2021		M		122,492	A	$36.95	122,492	D
Units of Limited Partner Interest	02/04/2021		M		86,387	A	$29.53	208,879	D
Units of Limited Partner Interest	02/04/2021		F		185,814	D	$42.36	23,065	D
Units of Limited Partner Interest	08/07/2020		G(1)	V	36,500	A	$0	36,500	I	By Spouse Grantor Retained Annuity Trust
Units of Limited Partner Interest								36,500(3)	I	By Grantor Retained Annuity Trust

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
call options to purchase limited partnership units	$36.95	02/04/2021		M			122,492	(4)	02/26/2023	Units of Limited Partner Interest	122,492	$0	0	D
call options to purchase limited partnership units	$29.53	02/04/2021		M			86,387	(5)	03/27/2022	Units of Limited Partner Interest	86,387	$0	0	D

Explanation of Responses:

1. On August 7, 2020, the reporting person and his spouse entered into a separate property agreement whereby 73,000 units of limited partner interest were transmuted into separate property - 36,500 units for thereporting person and 36,500 units for his spouse. On that same day, the reporting person and his spouse contributed their respective transmuted units to separate grantor retained annuity trusts whereby they each serve as the sole trustee of their respective grantor retained annuity trusts.

2. On December 21, 2020, the reporting person transferred 230,931 directly owned units to an irrevocable trust which the reporting person is the sole trustee and beneficiary.

3. Reflects 36,500 units of limited partner interest that were contributed to the reporting person's grantor retained annuity trust on August 7, 2020, as reported on Footnote 1 of this Form 4.

4. Options vest at a rate of 33% per year on each anniversary date, beginning on February 26, 2014.

5. Options vest at a rate of 33% per year on each anniversary date, beginning on March 27, 2013.

Remarks:

	/s/ Matthew A. Ouimet	02/08/2021
	** 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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