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. 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).

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 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.

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.

Percentage: Approximately 5.5%

Percentage: Less than 1%

Percentage: Approximately 1.5%

Percentage: Approximately 4.3%

Percentage: Less than 1%

Percentage: Approximately 7.2%

Percentage: Approximately 4.7%

Percentage: Approximately 11.8%

Percentage: Approximately 11.8%

Percentage: Approximately 11.8%

Percentage: Approximately 11.8%

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.

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

SCHEDULE A

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

Hill Path CAPITAL Partners CO-INVESTMENT E LP

Hill
Path CAPITAL Partners CO-INVESTMENT E2 LP

_____________________________________

^*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.