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Ownership Document |
Schema Version: X0306 |
Document Type: 4 |
Period of Report: 5/24/16 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 701374 |
| Issuer Name: Six Flags Entertainment Corp |
| Issuer Trading Symbol: SIX |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1364501 |
| | Owner Name: JAFFER REHAN |
| Reporting Owner Address: |
| | Owner Street 1: 888 SEVENTH AVENUE, 29TH FLOOR |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10019 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1364412 |
| | Owner Name: H PARTNERS MANAGEMENT, LLC |
| Reporting Owner Address: |
| | Owner Street 1: 888 SEVENTH AVENUE, 29TH FLOOR |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10019 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 5/24/16 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 96,922 |
| | | Transaction Price Per Share: |
| Value: 59.31 |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 14,362,356 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnote |
| Footnote ID: F3 |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 5/25/16 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 143,500 |
| | | Transaction Price Per Share: |
| Value: 58.94 |
| Footnote ID: F2 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 14,218,856 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnote |
| Footnote ID: F3 |
Footnotes: |
| Footnote - F1: 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. |
| Footnote - F2: 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. |
| Footnote - F3: 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: |
Owner Signature: |
| Signature Name: /s/ Rehan Jaffer |
| Signature Date: 5/26/16 |
Owner Signature: |
| Signature Name: H Partners Management, LLC, By: /s/ Rehan Jaffer, as Managing Member |
| Signature Date: 5/26/16 |