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

M.

Mr. Ross

(a)

As of the close of business on November 6, 2017, Mr. Ross beneficially owned 10,723 Shares of unvested restricted stock. 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) 5,485,320 Shares owned by Hill Path Capital, (ii) 166,046 Shares owned by Hill Path Co-Investment, (iii) 1,334,162 Shares owned by Hill Path H, (iv) 6,109,962 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
15.0%

(b)

1. Sole power to vote or direct vote: 13,592,129 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 13,581,406 4. Shared power to dispose or direct the disposition: 0

(c)

Except as otherwise disclosed herein, there have been no transactions in securities of the Issuer by Mr. Ross during the past sixty days. On November 6, 2017, Mr. Ross was awarded 10,723 Shares of unvested restricted stock from the Issuer in connection with his appointment to the Board, which vest in three annual installments beginning on November 6, 2018. All restricted stock in this Item 5 were awarded to Mr. Ross in his capacity as director of the Issuer.

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 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.