13D Filing: Hill Path Capital LP and Seaworld Entertainment Inc. (SEAS)

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
HILL PATH CAPITAL PARTNERS 5,024,464 5,024,464 5,024,464 5.5%
HILL PATH CAPITAL CO-INVESTMENT PARTNERS 154,336 154,336 154,336 Less%
HILL PATH CAPITAL PARTNERS-H 1,334,162 1,334,162 1,334,162 1.5%
HILL PATH CAPITAL PARTNERS CO-INVESTMENT E 3,921,896 3,921,896 3,921,896 4.3%
HILL PATH CAPITAL PARTNERS CO-INVESTMENT E 312,929 312,929 312,929 Less%
HILL PATH CAPITAL PARTNERS GP 6,512,962 6,512,962 6,512,962 7.2%
HILL PATH CAPITAL PARTNERS E GP 4,234,825 4,234,825 4,234,825 4.7%
HILL PATH INVESTMENT HOLDINGS 10,747,787 10,747,787 10,747,787 11.8%
HILL PATH CAPITAL 10,747,787 10,747,787 10,747,787 11.8%
HILL PATH HOLDINGS 10,747,787 10,747,787 10,747,787 11.8%
SCOTT I. ROSS 10,747,787 10,747,787 10,747,787 11.8%

Page 1 of 20 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)1

SeaWorld Entertainment, Inc.

(Name
of Issuer)

Common Stock,
par value $0.01 per share

(Title of Class of Securities)

81282V100

(CUSIP Number)

LAWRENCE
JULIANO

hill
path capital lp

150 East 58th Street, 32nd Floor

New York, New York 10155

(212) 632-5420

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

May 24, 2017

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box
¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.

The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).

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Page 2 of 20 – SEC Filing

1 NAME OF REPORTING PERSON
HILL PATH CAPITAL PARTNERS LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 5,024,464
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
5,024,464
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,024,464
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
14 TYPE OF REPORTING PERSON
PN
2

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Page 3 of 20 – SEC Filing

1 NAME OF REPORTING PERSON
HILL PATH CAPITAL CO-INVESTMENT PARTNERS LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 154,336
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
154,336
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
154,336
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
PN
3

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Page 4 of 20 – SEC Filing

1 NAME OF REPORTING PERSON
HILL PATH CAPITAL PARTNERS-H LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,334,162
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,334,162
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,334,162
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
14 TYPE OF REPORTING PERSON
PN
4

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Page 5 of 20 – SEC Filing

1 NAME OF REPORTING PERSON
HILL PATH CAPITAL PARTNERS CO-INVESTMENT E LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,921,896
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
3,921,896
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,921,896
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
14 TYPE OF REPORTING PERSON
PN
5

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Page 6 of 20 – SEC Filing

1 NAME OF REPORTING PERSON
HILL PATH CAPITAL PARTNERS CO-INVESTMENT E2 LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 312,929
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
312,929
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
312,929
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
PN
6

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Page 7 of 20 – SEC Filing

1 NAME OF REPORTING PERSON
HILL PATH CAPITAL PARTNERS GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 6,512,962
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
6,512,962
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,512,962
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
14 TYPE OF REPORTING PERSON
OO
7

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Page 8 of 20 – SEC Filing

1 NAME OF REPORTING PERSON
HILL PATH CAPITAL PARTNERS E GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,234,825
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
4,234,825
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,234,825
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
14 TYPE OF REPORTING PERSON
OO
8

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Page 9 of 20 – SEC Filing

1 NAME OF REPORTING PERSON
HILL PATH INVESTMENT HOLDINGS LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 10,747,787
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
10,747,787
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,747,787
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
14 TYPE OF REPORTING PERSON
OO
9

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Page 10 of 20 – SEC Filing

1 NAME OF REPORTING PERSON
HILL PATH CAPITAL LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 10,747,787
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
10,747,787
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,747,787
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
14 TYPE OF REPORTING PERSON
IA, PN
10

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Page 11 of 20 – SEC Filing

1 NAME OF REPORTING PERSON
HILL PATH HOLDINGS LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 10,747,787
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
10,747,787
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,747,787
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
14 TYPE OF REPORTING PERSON
OO
11

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Page 12 of 20 – SEC Filing

1 NAME OF REPORTING PERSON
SCOTT I. ROSS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 10,747,787
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
10,747,787
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,747,787
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
14 TYPE OF REPORTING PERSON
IN
12

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Page 13 of 20 – SEC Filing

The following constitutes
Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule
13D as specifically set forth herein.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby
amended and restated to read as follows:

The Shares purchased
by each of Hill Path Capital, Hill Path Co-Investment, Hill Path H, Hill Path E and Hill Path E2 were purchased with working capital
(which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market
purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase
price of the 5,024,464 Shares beneficially owned by Hill Path Capital is approximately $88,454,409, including brokerage commissions.  The
aggregate purchase price of the 154,336 Shares beneficially owned by Hill Path Co-Investment is approximately $2,770,012, including
brokerage commissions.  The aggregate purchase price of the 1,334,162 Shares beneficially owned by Hill Path H is approximately
$24,107,872, including brokerage commissions.   The aggregate purchase price of the 3,921,896 Shares beneficially owned
by Hill Path E is approximately $69,920,683, including brokerage commissions.   The aggregate purchase price of the
312,929 Shares beneficially owned by Hill Path E2 is approximately $5,578,700, including brokerage commissions.

Item 5. Interest in Securities of the Issuer.

Items 5(a) –
(c) are hereby amended and restated to read as follows:

The aggregate percentage
of Shares reportedly owned by each person named herein is based upon 90,738,187 Shares outstanding, as of May 3, 2017, which is
the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities
and Exchange Commission on May 9, 2017.

A. Hill Path Capital
(a) As of the close of business on May 26, 2017, Hill Path Capital beneficially owned 5,024,464 Shares.

Percentage: Approximately 5.5%

(b) 1. Sole power to vote or direct vote: 5,024,464
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,024,464
4. Shared power to dispose or direct the disposition: 0
(c) Hill Path Capital has not entered into any transactions in the Shares since the filing of Amendment
No. 1 to the Schedule 13D.
B. Hill Path Co-Investment
(a) As of the close of business on May 26, 2017, Hill Path Co-Investment beneficially owned 154,336
Shares.

Percentage: Less than 1%

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Page 14 of 20 – SEC Filing

(b) 1. Sole power to vote or direct vote: 154,336
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 154,336
4. Shared power to dispose or direct the disposition: 0
(c) Hill Path Co-Investment has not entered into any transactions in the Shares since the filing of
Amendment No. 1 to the Schedule 13D.
C. Hill Path H
(a) As of the close of business on May 26, 2017, Hill Path H beneficially owned 1,334,162 Shares.

Percentage: Approximately 1.5%

(b) 1. Sole power to vote or direct vote: 1,334,162
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,334,162
4. Shared power to dispose or direct the disposition: 0
(c) Hill Path H has not entered into any transactions in the Shares since the filing of Amendment No.
1 to the Schedule 13D.
D. Hill Path E
(a) As of the close of business on May 26, 2017, Hill Path E beneficially owned 3,921,896 Shares.

Percentage: Approximately 4.3%

(b) 1. Sole power to vote or direct vote: 3,921,896
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,921,896
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Hill Path E since the filing of Amendment No. 1 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference.
E. Hill Path E2
(a) As of the close of business on May 26, 2017, Hill Path E2 beneficially owned 312,929 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 312,929
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 312,929
4. Shared power to dispose or direct the disposition: 0
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Page 15 of 20 – SEC Filing

(c) The transactions in the Shares by Hill Path E2 since the filing of Amendment No. 1 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference.
F. Hill Path GP
(a) Hill Path GP, as the general partner of each of Hill Path Capital, Hill Path Co-Investment and
Hill Path H, may be deemed the beneficial owner of the (i) 5,024,464 Shares owned by Hill Path Capital, (ii) 154,336 Shares owned
by Hill Path Co-Investment and (iii) 1,334,162 Shares owned by Hill Path H.

Percentage: Approximately 7.2%

(b) 1. Sole power to vote or direct vote: 6,512,962
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 6,512,962
4. Shared power to dispose or direct the disposition: 0
(c) Hill Path GP has not entered into any transactions in the Shares since the filing of Amendment
No. 1 to the Schedule 13D.
G. Hill Path E GP
(a)

Hill
Path E GP, as the general partner of each of Hill Path E and Hill Path E2, may be deemed the beneficial owner of the (i) 3,921,896
Shares owned by Hill Path E and (ii) 312,929 Shares owned by Hill Path E2.

Percentage: Approximately 4.7%

(b) 1. Sole power to vote or direct vote: 4,234,825
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,234,825
4. Shared power to dispose or direct the disposition: 0
(c) Hill Path E GP has not entered into any transactions in the Shares since the filing of Amendment
No. 1 to the Schedule 13D. The transactions in the Shares on behalf of each of Hill Path E and Hill Path E2 since the filing of
Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
H. Hill Path Investment Holdings
(a)

Hill Path
Investment Holdings, as the managing member of each
of Hill Path GP and Hill Path E GP, may be deemed the beneficial owner of the (i) 5,024,464 Shares owned by Hill Path Capital,
(ii) 154,336 Shares owned by Hill Path Co-Investment, (iii) 1,334,162 Shares owned by Hill Path H, (iv) 3,921,896 Shares owned
by Hill Path E and (v) 312,929 Shares owned by Hill Path E2.

Percentage: Approximately 11.8%

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Page 16 of 20 – SEC Filing

(b) 1. Sole power to vote or direct vote: 10,747,787
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 10,747,787
4. Shared power to dispose or direct the disposition: 0
(c) Hill Path Investment Holdings has not entered into any transactions in the Shares since the filing
of Amendment No. 1 to the Schedule 13D. The transactions in the Shares on behalf of each of Hill Path E and Hill Path E2 since
the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
I. Hill Path
(a)

Hill Path,
as the investment manager of each of Hill Path Capital, Hill Path Co-Investment, Hill Path H, Hill Path E and Hill Path E2, may
be deemed the beneficial owner of the (i) 5,024,464 Shares owned by Hill Path Capital, (ii) 154,336 Shares owned by Hill Path
Co-Investment, (iii) 1,334,162 Shares owned by Hill Path H, (iv) 3,921,896 Shares owned by Hill Path E and (v) 312,929 Shares
owned by Hill Path E2.

Percentage: Approximately 11.8%

(b) 1. Sole power to vote or direct vote: 10,747,787
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 10,747,787
4. Shared power to dispose or direct the disposition: 0
(c) Hill Path has not entered into any transactions in the Shares since the filing of Amendment No.
1 to the Schedule 13D. The transactions in the Shares on behalf of each of Hill Path E and Hill Path E2 since the filing of Amendment
No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
J. Hill Path Holdings
(a)

Hill Path
Holdings, as the general partner of Hill Path, may be
deemed the beneficial owner of the (i) 5,024,464 Shares owned by Hill Path Capital, (ii) 154,336 Shares owned by Hill Path Co-Investment
(iii) 1,334,162 Shares owned by Hill Path H, (iv) 3,921,896 Shares owned by Hill Path E and (v) 312,929 Shares owned by Hill Path
E2.

Percentage: Approximately 11.8%

(b) 1. Sole power to vote or direct vote: 10,747,787
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 10,747,787
4. Shared power to dispose or direct the disposition: 0
(c) Hill Path Holdings has not entered into any transactions in the Shares since the filing of Amendment
No. 1 to the Schedule 13D. The transactions in the Shares on behalf of each of Hill Path E and Hill Path E2 since the filing of
Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
K. Mr. Ross
(a)

Mr. Ross,
as the managing partner of each of Hill Path Investment Holdings, Hill Path and Hill Path Holdings, may be deemed the beneficial
owner of the (i) 5,024,464 Shares owned by Hill Path Capital, (ii) 154,336 Shares owned by Hill Path Co-Investment, (iii) 1,334,162
Shares owned by Hill Path H, (iv) 3,921,896 Shares owned by Hill Path E and (v) 312,929 Shares owned by Hill Path E2.

Percentage: Approximately 11.8%

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Page 17 of 20 – SEC Filing

(b) 1. Sole power to vote or direct vote: 10,747,787
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 10,747,787
4. Shared power to dispose or direct the disposition: 0
(c) Mr. Ross has not entered into any transactions in the Shares since the filing of Amendment No.
1 to the Schedule 13D. The transactions in the Shares on behalf of each of Hill Path E and Hill Path E2 since the filing of Amendment
No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

Each of the Reporting
Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the Shares owned by the other
Reporting Persons.  The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are,
for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any Shares he or it does not directly own.  Each
of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly
own.

17

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Page 18 of 20 – SEC Filing

SIGNATURES

After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.

Dated: May 26, 2017

Hill Path Capital Partners LP
By:

Hill Path Capital Partners GP LLC

General Partner

By: /s/ Scott I. Ross
Name: Scott I. Ross
Title: Managing Partner
Hill Path Capital Co-Investment Partners LP
By:

Hill Path Capital Partners GP LLC

General Partner

By: /s/ Scott I. Ross
Name: Scott I. Ross
Title: Managing Partner
Hill Path Capital Partners-H LP
By:

Hill Path Capital Partners GP LLC

General Partner

By: /s/ Scott I. Ross
Name: Scott I. Ross
Title: Managing Partner
Hill Path Capital Partners Co-Investment E LP
By:

Hill Path Capital Partners E GP LLC

General Partner

By: /s/ Scott I. Ross
Name: Scott I. Ross
Title: Managing Partner
Hill Path Capital Partners Co-Investment E2 LP
By:

Hill Path Capital Partners E GP LLC

General Partner

By: /s/ Scott I. Ross
Name: Scott I. Ross
Title: Managing Partner
18

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Page 19 of 20 – SEC Filing

Hill Path Capital Partners GP LLC
By:

Hill Path Investment Holdings LLC

Managing Member

By: /s/ Scott I. Ross
Name: Scott I. Ross
Title: Managing Partner
Hill Path Capital Partners E GP LLC
By:

Hill Path Investment Holdings LLC

Managing Member

By: /s/ Scott I. Ross
Name: Scott I. Ross
Title: Managing Partner
Hill Path Investment Holdings LLC
By: /s/ Scott I. Ross
Name: Scott I. Ross
Title Managing Partner
Hill Path Capital LP
By:

Hill Path Holdings LLC

General Partner

By: /s/ Scott I. Ross
Name: Scott I. Ross
Title: Managing Partner
Hill Path Holdings LLC
By: /s/ Scott I. Ross
Name: Scott I. Ross
Title: Managing Partner
/s/ Scott I. Ross
Scott I. Ross
19

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Page 20 of 20 – SEC Filing

SCHEDULE A

Transactions in the Shares Since
the Filing of Amendment No. 1 to the Schedule 13D

Shares of Common Stock

Purchased

Price Per

Share($)

Date of

Purchase


Hill Path CAPITAL Partners CO-INVESTMENT E LP

92,734 17.9943* 05/16/2017
127,014 17.8866* 05/17/2017
115,889 17.5981* 05/18/2017
237,341 18.2248* 05/22/2017
231,778 18.4928* 05/23/2017
231,778 18.3181* 05/24/2017
171,516 18.2057* 05/25/2017
157,609 18.0083* 05/26/2017

Hill
Path CAPITAL Partners CO-INVESTMENT E2 LP

7,291 17.9943* 05/16/2017
9,986 17.8866* 05/17/2017
9,111 17.5981* 05/18/2017
18,659 18.2248* 05/22/2017
18,222 18.4928* 05/23/2017
18,222 18.3181* 05/24/2017
13,484 18.2057* 05/25/2017
12,391 18.0083* 05/26/2017

_____________________________________

*The
price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from (in descending
order by date) $17.98 to $18.00, $17.795 to $17.91, $17.50 to $17.70, $18.18 to $18.29, $18.35 to $18.56, $18.16 to $18.55, $18.17
to $18.49, and $17.915 to $18.08. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or
the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at
each separate price within the ranges set forth herein.

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