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.  )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)

April 19, 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
the Schedule 13D filed by the undersigned (the “Schedule 13D”).

This statement relates
to the Common Stock, par value $0.01 per share (the “Shares”), of SeaWorld Entertainment, Inc., a Delaware corporation
(the “Issuer”). The address of the principal executive offices of the Issuer is 9205 South Park Center Loop, Suite
400, Orlando, Florida 32819.

(a)       This
statement is filed by:

 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 and Hill Path E2 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 Investment Holdings is serving as the managing member of each of Hill
Path GP and Hill Path E 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 and Hill Path E2. 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.

(d)       No
Reporting Person has, during the last five (5) years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).

(e)       No
Reporting Person has, during the last five (5) years, been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.

(f)       Mr.
Ross is a citizen of the United States of America.

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 438,129 Shares beneficially owned
by Hill Path E is approximately $7,769,254, including brokerage commissions.   The aggregate purchase price of the 36,871
Shares beneficially owned by Hill Path E2 is approximately $653,826, including brokerage commissions.

Hill Path is a private investment
firm that manages a pool of investment capital on behalf of institutional investors, high net worth families and the principals
of Hill Path.  Hill Path focuses on making long term investments in the equity and debt of both public and private businesses
across industry sectors.

The Reporting Persons and
their representatives have had and expect to continue to have meetings, written communications and discussions with the members
of management and the Board of Directors of the Issuer (the “Board”) regarding a variety of matters relating to the
Issuer, including, among other things, the Issuer’s business, operating performance, capital structure, capital allocation,
corporate governance, Board composition and other strategic matters, and may pursue other plans or proposals that relate to or
could result in any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D.

The Reporting Persons and
their representatives have had and expect to continue to have discussions and other communications with current or prospective
shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals,
sources of credit and other third parties regarding the matters set forth in the preceding paragraph.

The
Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including,
without limitation, the outcome of any discussions referenced above, the Issuer’s financial position, results and strategic direction,
actions taken by the Issuer’s management and the Board, price levels of the Shares, other investment opportunities available to
the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons
may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without
limitation, exchanging information with the Issuer pursuant to appropriate confidentiality
or similar agreements; suggesting changes in the Issuer’s business, operations, capital structure, capital allocation, corporate
governance, Board composition and other strategic matters; acquiring additional Shares and/or
other equity, debt, notes, instruments or other securities of the Issuer (collectively, “Securities”) or disposing
of some or all of the Securities beneficially owned by them, in public market or privately negotiated transactions; entering into
financial instruments or other agreements that increase or decrease the Reporting Persons’ economic exposure with respect to their
investment in the Issuer and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of
Schedule 13D.

The aggregate percentage
of Shares reportedly owned by each person named herein is based upon 90,747,600 Shares outstanding, as of April 18, 2017, which
is the total number of Shares outstanding as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with
the Securities and Exchange Commission on April 24, 2017.

Percentage: Approximately 5.5%

Percentage: Less than 1%

Percentage: Approximately 1.5%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Approximately 7.2%

Percentage: Less than 1%

Percentage: Approximately 7.7%

Percentage:
Approximately 7.7%

Percentage:
Approximately 7.7%

Percentage:
Approximately 7.7%

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.

On May 1, 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.

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 1, 2017

SCHEDULE A

TRANSACTIONS IN SECURITIES OF the
Company DURING THE PAST SIXTY DAYS

Hill Path Capital Partners LP

Hill
Path CAPITAL CO-INVESTMENT Partners LP

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) $16.525 to $16.67, $16.715 to $17.00, $17.13 to $17.30, $17.36 to $17.50, $17.845 to $18.00, $17.755 to $17.96,
$17.66 to $17.70, and $17.54 to $17.81, respectively. 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.