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H Partners Management, LLC, et al. – ‘4’ for 5/24/16 re: Six Flags Entertainment Corp

On:  Thursday, 5/26/16, at 4:27pm ET   ·   For:  5/24/16   ·   As:  10% Owner   ·   Accession #:  899243-16-21044   ·   File #:  1-13703

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/26/16  H Partners Management, LLC        4          10% Owner   1:8K   Six Flags Entertainment Corp      Donnelley R R & S… 06/FA
          Jaffer Rehan

Statement of Changes in Beneficial Ownership of Securities   —   Form 4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Form 4 Submission -- doc4.xml/3.6                   HTML      8K 





This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –  XML Data  –  <?xml?> File
 

 
SEC Info rendering:  Form 4 Submission
 
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
JAFFER REHAN

(Last)(First)(Middle)
888 SEVENTH AVENUE, 29TH FLOOR

(Street)
NEW YORKNY10019

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Six Flags Entertainment Corp [ SIX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
5/24/16
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock 5/24/16S 96,922D$59.31 (1)14,362,356ISee Footnote (3)
Common Stock 5/25/16S 143,500D$58.94 (2)14,218,856ISee Footnote (3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
JAFFER REHAN

(Last)(First)(Middle)
888 SEVENTH AVENUE, 29TH FLOOR

(Street)
NEW YORKNY10019

(City)(State)(Zip)
1. Name and Address of Reporting Person*
H PARTNERS MANAGEMENT, LLC

(Last)(First)(Middle)
888 SEVENTH AVENUE, 29TH FLOOR

(Street)
NEW YORKNY10019

(City)(State)(Zip)
Explanation of Responses:
(1)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.22 to $59.38, inclusive. The reporting person undertakes to provide to Six Flags Entertainment Corporation, any security holder of Six Flags Entertainment Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in Footnotes (1) and (2) to this Form 4.
(2)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.54 to $59.27, inclusive.
(3)  Funds owned and managed by H Partners Management, LLC ("H Management") directly own the reported securities. As a result, H Management, as investment manager, and Rehan Jaffer, as managing member of H Management, may be deemed to have voting and dispositive power with respect to the shares of common stock held by the managed funds. Each of H Management and Mr. Jaffer disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Remarks:
/s/ Rehan Jaffer 5/26/16
H Partners Management, LLC, By: /s/ Rehan Jaffer, as Managing Member 5/26/16
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
____________
Transaction Code:
    S    Open market or private sale of non-derivative or derivative security.

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