Edgar Filing: SeaWorld Entertainment, Inc.

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Blackstone Holdings III L.P.

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)

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P., 345 PARK AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
04/09/2014

(Street)

NEW YORK, NY 10154

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/09/2014		S		13,479,845	D	$ 28.875 ⁽¹⁾	17,188,333	I	See Footnotes ⁽²⁾ ⁽³⁾ ⁽¹³⁾ ⁽¹⁴⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁷⁾
Common Stock	04/09/2014		S		420,756	D	$ 28.875 ⁽¹⁾	536,512	I	See Footnotes ⁽²⁾ ⁽⁴⁾ ⁽¹³⁾ ⁽¹⁴⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁷⁾
Common Stock	04/09/2014		S		473,213	D	$ 28.875 ⁽¹⁾	603,401	I	See Footnotes ⁽²⁾ ⁽⁵⁾ ⁽¹³⁾ ⁽¹⁴⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁷⁾
Common Stock	04/09/2014		S		431,734	D	$ 28.875 ⁽¹⁾	550,510	I	See Footnotes ⁽²⁾ ⁽⁶⁾ ⁽¹³⁾ ⁽¹⁴⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁷⁾
Common Stock	04/09/2014		S		155,104	D	$ 28.875 ⁽¹⁾	197,775	I	See Footnotes ⁽²⁾ ⁽⁷⁾ ⁽¹³⁾ ⁽¹⁴⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁷⁾
Common Stock	04/09/2014		S		486,074	D	$ 28.875 ⁽¹⁾	619,799	I	See Footnotes ⁽²⁾ ⁽⁸⁾ ⁽¹³⁾ ⁽¹⁴⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁷⁾
Common Stock	04/09/2014		S		379,882	D	$ 28.875 ⁽¹⁾	484,392	I	See Footnotes ⁽²⁾ ⁽⁹⁾ ⁽¹³⁾ ⁽¹⁴⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁷⁾
Common Stock	04/09/2014		S		578,579	D	$ 28.875 ⁽¹⁾	737,754	I	See Footnotes ⁽²⁾ ⁽¹⁰⁾ ⁽¹³⁾ ⁽¹⁴⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁷⁾
Common Stock	04/09/2014		S		633,610	D	$ 28.875 ⁽¹⁾	807,924	I	See Footnotes ⁽²⁾ ⁽¹¹⁾ ⁽¹³⁾ ⁽¹⁴⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁷⁾
Common Stock	04/09/2014		S		211,203	D	$ 28.875 ⁽¹⁾	269,308	I	See Footnotes ⁽²⁾ ⁽¹²⁾ ⁽¹³⁾ ⁽¹⁴⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Blackstone Holdings III L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
SW Cayman Ltd C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
Blackstone Capital Partners (Cayman III) V L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
Blackstone Management Associates (Cayman) V L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
BCP V GP L.L.C. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
Blackstone Holdings III GP L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
Blackstone Holdings III GP Management L.L.C. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
Blackstone Group L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
Blackstone Group Management L.L.C. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
SCHWARZMAN STEPHEN A C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X

Signatures

SW CAYMAN LIMITED, By: Blackstone Capital Partners (Cayman III) V L.P., its general partner, By: BCP V GP L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		04/09/2014
^**Signature of Reporting Person		Date
BLACKSTONE CAPITAL PARTNERS (CAYMAN III) V L.P., By: Blackstone Management Associates (Cayman) V L.P., its general partner, By: BCP V GP L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		04/09/2014
^**Signature of Reporting Person		Date
BLACKSTONE MANAGEMENT ASSOCIATES (CAYMAN) V L.P., By: BCP V GP L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		04/09/2014
^**Signature of Reporting Person		Date
BCP V GP L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		04/09/2014
^**Signature of Reporting Person		Date
BLACKSTONE HOLDINGS III L.P., By: Blackstone Holdings III GP L.P., its general partner, By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		04/09/2014
^**Signature of Reporting Person		Date
BLACKSTONE HOLDINGS III GP L.P., By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		04/09/2014
^**Signature of Reporting Person		Date
BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		04/09/2014
^**Signature of Reporting Person		Date
BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		04/09/2014
^**Signature of Reporting Person		Date
THE BLACKSTONE GROUP L.P., By: Blackstone Group Management L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		04/09/2014
^**Signature of Reporting Person		Date
STEPHEN A SCHWARZMAN, By: /s/ Stephen A. Schwarzman, Name: Stephen A. Schwarzman		04/09/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This amount represents the $30.00 public offering price per share of Common Stock, par value $0.01 per share ("Common Stock"), of SeaWorld Entertainment, Inc., less the underwriting discount of $1.125 per share of Common Stock.
(2)	These shares represent Common Stock that are directly held by the Partnerships (as defined below).
(3)	These securities are directly held by SW Delaware L.P. ("SWD") formerly known as SW Cayman L.P.
(4)	These securities are directly held by SW Delaware A L.P. ("SWDA") formerly known as SW Cayman A L.P.
(5)	These securities are directly held by SW Delaware B L.P. ("SWDB") formerly known as SW Cayman B L.P.
(6)	These securities are directly held by SW Delaware C L.P. ("SWDC") formerly known as SW Cayman C L.P.
(7)	These securities are directly held by SW Delaware D L.P. ("SWDD").
(8)	These securities are directly held by SW Delaware E L.P. ("SWDE") formerly known as SW Cayman E L.P.
(9)	These securities are directly held by SW Delaware F L.P. ("SWDF") formerly known as SW Cayman F L.P.
(10)	These securities are directly held by SW Delaware Co-Invest L.P. ("SWDCI") formerly known as SW Cayman Co-Invest L.P.
(11)	These securities are directly held by SW Delaware (GS) L.P. ("SWDGS") formerly known as SW Cayman (GS) L.P.
(12)	These securities are directly held by SW Delaware (GSO) L.P. (together with SWD, SWDA, SWDB, SWDC, SWDD, SWDE, SWDF, SWDCI and SWDGS, the "Blackstone Partnerships") formerly known as SW Cayman (GSO) L.P.
(13)	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.
(14)	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.
(15)	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.
(16)	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.
(17)	Due to the limitations of the Securities and Exchange Commission's EDGAR system, SWD, SWDA, SWDB, SWDC, SWDD, SWDE, SWDF, SWDCI, SWDGS, and SW Delaware (GSO) L.P. have filed a separate Form 4.

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