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

Published on August 28, 2017 at 10:03 am by Insider Monkey Staff in Hedge Funds

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 5,415,036 5,415,036 5,415,036 6.0%
HILL PATH CAPITAL CO-INVESTMENT PARTNERS 164,261 164,261 164,261 Less%
HILL PATH CAPITAL PARTNERS-H 1,334,162 1,334,162 1,334,162 1.5%
HILL PATH CAPITAL PARTNERS CO-INVESTMENT E 5,764,089 5,764,089 5,764,089 6.4%
HILL PATH CAPITAL PARTNERS CO-INVESTMENT E 402,016 402,016 402,016 Less%
HILL PATH CAPITAL PARTNERS CO-INVESTMENT S 83,900 83,900 83,900 Less%
HILL PATH CAPITAL PARTNERS GP 6,913,459 6,913,459 6,913,459 7.6%
HILL PATH CAPITAL PARTNERS E GP 6,166,105 6,166,105 6,166,105 6.8%
HILL PATH CAPITAL PARTNERS S GP 83,900 83,900 83,900 Less%
HILL PATH INVESTMENT HOLDINGS 13,163,464 13,163,464 13,163,464 14.5%
HILL PATH CAPITAL 13,163,464 13,163,464 13,163,464 14.5%
HILL PATH HOLDINGS 13,163,464 13,163,464 13,163,464 14.5%
SCOTT I. ROSS 13,163,464 13,163,464 13,163,464 14.5%

Page 1 of 26 – 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. 4)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)

August 22, 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 26 – 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 5,415,036
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
5,415,036
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,415,036
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
14 TYPE OF REPORTING PERSON
PN
2

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Page 3 of 26 – 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 164,261
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
164,261
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
164,261
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 26 – 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 26 – 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 5,764,089
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
5,764,089
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,764,089
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
14 TYPE OF REPORTING PERSON
PN
5

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Page 6 of 26 – 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 402,016
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
402,016
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
402,016
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 26 – SEC Filing

1 NAME OF REPORTING PERSON
HILL PATH CAPITAL PARTNERS CO-INVESTMENT S 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 83,900
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
83,900
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,900
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
7

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Page 8 of 26 – 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 6,913,459
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
6,913,459
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,913,459
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
14 TYPE OF REPORTING PERSON
OO
8

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Page 9 of 26 – 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 6,166,105
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
6,166,105
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,166,105
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
14 TYPE OF REPORTING PERSON
OO
9

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Page 10 of 26 – SEC Filing

1 NAME OF REPORTING PERSON
HILL PATH CAPITAL PARTNERS S 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 83,900
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
83,900
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,900
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
OO
10

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Page 11 of 26 – 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 13,163,464
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
13,163,464
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,163,464
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5%
14 TYPE OF REPORTING PERSON
OO
11

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Page 12 of 26 – 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 13,163,464
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
13,163,464
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,163,464
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5%
14 TYPE OF REPORTING PERSON
IA, PN
12

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Page 13 of 26 – 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 13,163,464
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
13,163,464
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,163,464
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5%
14 TYPE OF REPORTING PERSON
OO
13

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Page 14 of 26 – 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 13,163,464
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
13,163,464
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,163,464
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5%
14 TYPE OF REPORTING PERSON
IN
14

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Page 15 of 26 – SEC Filing

The following constitutes
Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule
13D as specifically set forth herein.

Item 2. Identity and Background.

Items 2(a) –
(c) are hereby amended and restated to read as follows:

(a)       This
statement is filed by:

(i) Hill Path Capital Partners LP, a Delaware limited partnership (“Hill Path Capital”),
with respect to the Shares directly and beneficially owned by it;
(ii) Hill Path Capital Co-Investment Partners LP, a Delaware limited partnership (“Hill Path Co-Investment”),
with respect to the Shares directly and beneficially owned by it;
(iii) Hill Path Capital Partners-H LP, a Delaware limited partnership (“Hill Path H”) with
respect to the Shares directly and beneficially owned by it;
(iv) Hill Path Capital Partners Co-Investment E LP, a Delaware limited partnership (“Hill Path
E”), with respect to the Shares directly and beneficially owned by it;
(v) Hill Path Capital Partners Co-Investment E2 LP, a Delaware limited partnership (“Hill Path
E2”), with respect to the Shares directly and beneficially owned by it;
(vi) Hill Path Capital Partners Co-Investment S LP, a Delaware limited partnership (“Hill Path
S”), with respect to the Shares directly and beneficially owned by it;
(vii) Hill Path Capital Partners GP LLC, a Delaware limited liability company (“Hill Path GP”),
as the general partner of each of Hill Path Capital, Hill Path Co-Investment and Hill Path H;
(viii) Hill Path Capital Partners E GP LLC, a Delaware limited liability company (“Hill Path E GP”),
as the general partner of each of Hill Path E and Hill Path E2;
(ix) Hill Path Capital Partners S GP LLC, a Delaware limited liability company (“Hill Path S GP”),
as the general partner of Hill Path S;
(x) Hill Path Investment Holdings LLC, a Delaware limited liability company (“Hill Path Investment
Holdings”), as the managing member of each of Hill Path GP, Hill Path E GP and Hill Path S GP;
(xi) Hill Path Capital LP, a Delaware limited partnership (“Hill Path”), as the investment
manager of each of Hill Path Capital, Hill Path Co-Investment, Hill Path H, Hill Path E, Hill Path E2 and Hill Path S;
(xi) Hill Path Holdings LLC, a Delaware limited liability company (“Hill Path Holdings”),
as the general partner of Hill Path; and
(xii) Scott I. Ross, as the managing partner of each of Hill Path Investment Holdings, Hill Path and
Hill Path Holdings.
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Page 16 of 26 – SEC Filing

Each of the
foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the
Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons
are hereby filing a joint Schedule 13D.

(b)       The
address of the principal office of each of the Reporting Persons is 150 East 58th Street, 32nd Floor, New York, New York 10155.

(c)       The
principal business of each of Hill Path Capital, Hill Path Co-Investment, Hill Path H, Hill Path E, Hill Path E2 and Hill Path
S is investing in securities. The principal business of Hill Path GP is serving as the general partner of each of Hill Path Capital,
Hill Path Co-Investment and Hill Path H. The principal business of Hill Path E GP is serving as the general partner of each of
Hill Path E and Hill Path E2. The principal business of Hill Path S GP is serving as the general partner of Hill Path S. The principal
business of Hill Path Investment Holdings is serving as the managing member of each of Hill Path GP, Hill Path E GP and Hill Path
S GP. The principal business of Hill Path is serving as a registered investment advisor and as the investment manager of each of
Hill Path Capital, Hill Path Co-Investment, Hill Path H, Hill Path E, Hill Path E2 and Hill Path S. The principal business of Hill
Path Holdings is serving as the general partner of Hill Path. Mr. Ross is the managing partner of each of Hill Path Investment
Holdings, Hill Path and Hill Path Holdings.

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, 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 5,415,036 Shares beneficially owned by Hill Path Capital is approximately $93,443,395, including
brokerage commissions.  The aggregate purchase price of the 164,261 Shares beneficially owned by Hill Path Co-Investment
is approximately $2,896,789, 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 5,764,089 Shares beneficially owned by Hill Path E is approximately $99,562,735, 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.

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 90,549,373 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 on August 9, 2017.

16

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Page 17 of 26 – SEC Filing

A. Hill Path Capital
(a) As of the close of business on August 24, 2017, Hill Path Capital beneficially owned 5,415,036
Shares.

Percentage: Approximately 6.0%

(b) 1. Sole power to vote or direct vote: 5,415,036
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,415,036
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Hill Path Capital during the past sixty days are set forth in
Schedule A and are incorporated herein by reference.
B. Hill Path Co-Investment
(a) As of the close of business on August 24, 2017, Hill Path Co-Investment beneficially owned 164,261
Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 164,261
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 164,261
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Hill Path Co-Investment during the past sixty days are set forth
in Schedule A and are incorporated herein by reference.
C. Hill Path H
(a) As of the close of business on August 24, 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 during the past sixty days.
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Page 18 of 26 – SEC Filing

D. Hill Path E
(a) As of the close of business on August 24, 2017, Hill Path E beneficially owned 5,764,089 Shares.

Percentage: Approximately 6.4%

(b) 1. Sole power to vote or direct vote: 5,764,089
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,764,089
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Hill Path E during the past sixty days are set forth in Schedule
A and are incorporated herein by reference.
E. Hill Path E2
(a) As of the close of business on August 24, 2017, Hill Path E2 beneficially owned 402,016 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 402,016
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 402,016
4. Shared power to dispose or direct the disposition: 0
(c) Hill Path E2 has not entered into any transactions in the Shares during the past sixty days.
F. Hill Path S
(a) As of the close of business on August 24, 2017, Hill Path S beneficially owned 83,900 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 83,900
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 83,900
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Hill Path S during the past sixty days are set forth in Schedule
A and are incorporated herein by reference.
18

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Page 19 of 26 – SEC Filing

G. 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) 5,415,036 Shares owned by Hill Path Capital, (ii) 164,261 Shares owned by Hill Path Co-Investment and (iii) 1,334,162
Shares owned by Hill Path H.

Percentage: Approximately 7.6%

(b) 1. Sole power to vote or direct vote: 6,913,459
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 6,913,459
4. Shared power to dispose or direct the disposition: 0
(c) Hill Path GP has not entered into any transactions in the Shares during the past sixty days. The
transactions in the Shares on behalf of each of Hill Path Capital and Hill Path Co-Investment during the past sixty days are set
forth in Schedule A and are incorporated herein by reference.
H. 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) 5,764,089 Shares owned by Hill Path E and (ii) 402,016 Shares owned by Hill Path E2.

Percentage: Approximately 6.8%

(b) 1. Sole power to vote or direct vote: 6,166,105
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 6,166,105
4. Shared power to dispose or direct the disposition: 0
(c)

Hill
Path E GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf
of Hill Path E during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
I. Hill Path S GP
(a) Hill Path S GP, as the general partner of Hill Path S, may be deemed the beneficial owner of the
83,900 Shares owned by Hill Path S.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 83,900
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 83,900
4. Shared power to dispose or direct the disposition: 0
(c) Hill Path S GP has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of Hill Path S during the past sixty days are set forth in Schedule A and are incorporated
herein by reference.
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Page 20 of 26 – SEC Filing

J. Hill Path Investment Holdings
(a)

Hill Path Investment Holdings, as
the managing member of each of Hill Path GP, Hill Path E GP and Hill Path S GP, may be deemed the beneficial owner of the (i) 5,415,036
Shares owned by Hill Path Capital, (ii) 164,261 Shares owned by Hill Path Co-Investment, (iii) 1,334,162 Shares owned by Hill Path
H, (iv) 5,764,089 Shares owned by Hill Path E, (v) 402,016 Shares owned by Hill Path E2 and (vi) 83,900 Shares owned by Hill Path
S.

Percentage: Approximately 14.5%

(b) 1. Sole power to vote or direct vote: 13,163,464
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 13,163,464
4. Shared power to dispose or direct the disposition: 0
(c) Hill Path Investment Holdings has not entered into any transactions in the Shares during the past
sixty days. The transactions in the Shares on behalf of each of Hill Path Capital, Hill Path Co-Investment, Hill Path E and Hill
Path S during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
K. 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, Hill Path E2 and Hill
Path S, may be deemed the beneficial owner of the (i) 5,415,036 Shares owned by Hill Path Capital, (ii) 164,261 Shares owned by
Hill Path Co-Investment, (iii) 1,334,162 Shares owned by Hill Path H, (iv) 5,764,089 Shares owned by Hill Path E, (v) 402,016
Shares owned by Hill Path E2 and (vi) 83,900 Shares owned by Hill Path S.

Percentage: Approximately
14.5%

(b) 1. Sole power to vote or direct vote: 13,163,464
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 13,163,464
4. Shared power to dispose or direct the disposition: 0
(c) Hill Path has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of each of Hill Path Capital, Hill Path Co-Investment, Hill Path E and Hill Path S during the past sixty
days are set forth in Schedule A and are incorporated herein by reference.
L. Hill Path Holdings
(a)

Hill Path
Holdings, as the general partner of Hill Path, may be
deemed the beneficial owner of the (i) 5,415,036 Shares owned by Hill Path Capital, (ii) 164,261 Shares owned by Hill Path Co-Investment
(iii) 1,334,162 Shares owned by Hill Path H, (iv) 5,764,089 Shares owned by Hill Path E, (v) 402,016 Shares owned by Hill Path
E2 and (vi) 83,900 Shares owned by Hill Path S

Percentage: Approximately
14.5%

(b) 1. Sole power to vote or direct vote: 13,163,464
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 13,163,464
4. Shared power to dispose or direct the disposition: 0
(c) Hill Path Holdings has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of each of Hill Path Capital, Hill Path Co-Investment, Hill Path E and Hill Path S during
the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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Page 21 of 26 – SEC Filing

M. 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) 5,415,036 Shares owned by Hill Path Capital, (ii) 164,261 Shares owned by Hill Path Co-Investment, (iii) 1,334,162
Shares owned by Hill Path H, (iv) 5,764,089 Shares owned by Hill Path E, (v) 402,016 Shares owned by Hill Path E2 and (vi) 83,900
Shares owned by Hill Path S.

Percentage: Approximately
14.5%

(b) 1. Sole power to vote or direct vote: 13,163,464
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 13,163,464
4. Shared power to dispose or direct the disposition: 0
(c) Mr. Ross has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of each of Hill Path Capital, Hill Path Co-Investment, Hill Path E and Hill Path S during the past sixty
days 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.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended
to add the following:

On August 24, 2017,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable
law.  The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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. Material to be Filed as Exhibits.

Item 7 is hereby amended
to add the following exhibit:

99.1 Joint Filing Agreement by and among Hill Path Capital Partners LP, Hill Path Capital Co-Investment
Partners LP, Hill Path Capital Partners-H LP, Hill Path Capital Partners Co-Investment E LP, Hill Path Capital Partners Co-Investment
E2 LP, Hill Path Capital Partners Co-Investment S LP, Hill Path Capital Partners GP LLC, Hill Path Capital Partners E GP LLC, Hill
Path Capital Partners S GP LLC, Hill Path Investment Holdings LLC, Hill Path Capital LP, Hill Path Holdings LLC and Scott I. Ross,
dated August 24, 2017.
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Page 22 of 26 – 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: August 24,
2017

Hill Path Capital Partners LP
By:

Hill Path Capital LP

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

Hill Path Capital LP

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

Hill Path Capital LP

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

Hill Path Capital LP

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

Hill Path Capital LP

Investment Manager
By: /s/ Scott I. Ross
Name: Scott I. Ross
Title: Managing Partner
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Page 23 of 26 – SEC Filing

Hill Path Capital Partners Co-Investment S LP
By:

Hill Path Capital LP

Investment Manager
By: /s/ Scott I. Ross
Name: Scott I. Ross
Title: Managing Partner
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 Capital Partners S 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
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Page 24 of 26 – SEC Filing

Hill Path Holdings LLC
By: /s/ Scott I. Ross
Name: Scott I. Ross
Title: Managing Partner
/s/ Scott I. Ross
Scott I. Ross
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Page 25 of 26 – SEC Filing

SCHEDULE A

Transactions in the Shares During
the Past Sixty Days

Shares of Common Stock

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase/Sale


Hill Path CAPITAL Partners LP

214,549 12.6320* 08/08/2017
122,976 12.7632* 08/09/2017
501 12.4000 08/10/2017
2,312 12.5428* 08/11/2017
374 12.7500 08/14/2017
651 13.3436* 08/15/2017
5,081 13.4838* 08/17/2017
6,360 13.4773* 08/18/2017
12,551 12.9619* 08/21/2017
5,612 13.3325* 08/22/2017
7,483 13.2585* 08/23/2017
12,122 13.3485* 08/24/2017

 

Hill
Path CAPITAL CO-INVESTMENT Partners LP

5,451 12.6320* 08/08/2017
3,124 12.7632* 08/09/2017
13 12.4000 08/10/2017
59 12.5428* 08/11/2017
10 12.7500 08/14/2017
17 13.3436* 08/15/2017
129 13.4838* 08/17/2017
162 13.4773* 08/18/2017
319 12.9619* 08/21/2017
143 13.3325* 08/22/2017
190 13.2585* 08/23/2017
308 13.3485* 08/24/2017

 

Hill
Path CAPITAL Partners CO-INVESTMENT E LP

54,500 15.5415* 06/27/2017
6,168 12.4000 08/10/2017
28,529 12.5428* 08/11/2017
4,616 12.7500 08/14/2017
8,032 13.3436* 08/15/2017
62,687 13.4838* 08/17/2017
78,478 13.4773* 08/18/2017
154,860 12.9619* 08/21/2017
69,245 13.3325* 08/22/2017
92,327 13.2585* 08/23/2017
149,570 13.3485* 08/24/2017

 

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Page 26 of 26 – SEC Filing

Hill
Path CAPITAL Partners CO-INVESTMENT S LP

64,300 $15.5192* 07/05/2017
19,600 $15.2474* 07/06/2017

_____________________________________

*The
price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from (in descending
order by date) $15.39 to $15.68, $15.37 to $15.60, $15.18 to $15.40, $12.545 to $12.85, $12.70 to $12.78, $12.495 to $12.65, $13.335
to $13.35, $13.44 to $13.50, $13.42 to $13.50, $12.895 to $13.03, $13.19 to $13.41, $13.13 to $13.31 and $13.27 to $13.415. 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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