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

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.  5)¹

SeaWorld Entertainment, Inc.

(Name
of Issuer)

Common Stock,
par value $0.01 per share

(Title of Class of Securities)

81282V100

(CUSIP Number)

Liam
O’Sullivan

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)

November 5, 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).

* Includes 10,723 Shares of unvested
restricted stock held directly by Mr. Ross.

The following constitutes
Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule
13D as specifically set forth herein.

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, Hill Path E2 and Hill Path S 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 5,485,320 Shares beneficially owned by Hill Path Capital is approximately $94,371,716, including
brokerage commissions.  The aggregate purchase price of the 166,046 Shares beneficially owned by Hill Path Co-Investment
is approximately $2,920,366, 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 6,109,962 Shares beneficially owned by Hill Path E is approximately $104,180,978, including brokerage commissions.
The aggregate purchase price of the 402,016 Shares beneficially owned by Hill Path E2 is approximately $7,160,983,
including brokerage commissions.   The aggregate purchase price of the 83,900 Shares beneficially owned by Hill Path
S is approximately $1,298,412, including brokerage commissions. The 10,723 Shares of unvested restricted stock held directly by
Mr. Ross were awarded to Mr. Ross by the Issuer in connection with his appointment to the Board.

Item 4 is hereby
amended to add the following:

Mr. Ross has been
appointed to the Board of Directors of the Issuer (the “Board”). Various agreements (collectively, the “Agreements”),
as set forth in Item 6 below, were entered into between certain of the Reporting Persons and the Issuer in connection therewith.
A more complete description of each of the Agreements is set forth in the Issuer’s Current Report on Form 8-K, filed with
the SEC on November 7, 2017 (the “Issuer 8-K”). Such descriptions of the Agreements are incorporated herein by reference
and are qualified in their entirety by reference to the full text of the Agreements, which are attached as Exhibits 10.1, 10.2
and 10.3, to the Issuer 8-K and are also incorporated herein by reference.

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 90,549,373 Shares outstanding, as of August 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 (the “SEC”) on August 9, 2017.

Percentage: Approximately 6.1%

Percentage: Less than 1%

Percentage: Approximately 1.5%

Percentage: Approximately 6.7%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Approximately 7.7%

Percentage: Approximately 7.2%

Percentage: Less than 1%

Percentage: Approximately 15.0%

Percentage: Approximately
15.0%

Percentage: Approximately
15.0%

Percentage: Approximately
15.0%

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.

Item 6 is hereby amended
to add the following:

On November 5, 2017,
Hill Path and the Issuer entered into a Cooperation Agreement described in Item 4 above and referenced as Exhibit 99.1 hereto.

On November 5, 2017,
Hill Path, Mr. Ross and the Issuer entered into an Undertaking Agreement described in Item 4 above and referenced as Exhibit 99.2
hereto.

On November 5, 2017,
Hill Path and the Issuer entered into a Side Letter, described in Item 4 above and referenced as Exhibit 99.3 hereto.

Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.

Item 7 is
hereby amended to add the following exhibits:

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: November 7,
2017