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

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%