Amended Statement of Beneficial Ownership (sc 13d/a)
November 10 2016 - 05:29PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SeaWorld
Entertainment, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
81282V100
(CUSIP Number)
Dennis O. Garris
David A. Brown
Alston
& Bird LLP
950 F Street, N.W.
Washington, DC 20004-1404
202-239-3463
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 9, 2016
(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 ☐.
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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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CUSIP No. 81282V100
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SCHEDULE 13D/A
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Page
2
of 10
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1
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NAME OF
REPORTING PERSONS
Ivory Cove Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☒ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
The Bahamas
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
3,453,306
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
3,453,306
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,453,306
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
3.9%*
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14
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TYPE OF REPORTING PERSON (See
Instructions)
OO
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*
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Based on 88,971,588 of the Issuers shares of common stock outstanding as of November 4, 2016 reported by the Issuer on its Form 10-Q filed with the SEC on November 9, 2016.
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CUSIP No. 81282V100
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SCHEDULE 13D/A
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Page
3
of 10
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1
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NAME OF
REPORTING PERSONS
Joe Lewis
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☒ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United Kingdom
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
3,453,306
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
3,453,306
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,453,306
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
3.9%*
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14
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TYPE OF REPORTING PERSON (See
Instructions)
IN
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*
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Based on 88,971,588 of the Issuers shares of common stock outstanding as of November 4, 2016 reported by the Issuer on its Form 10-Q filed with the SEC on November 9, 2016.
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CUSIP No. 81282V100
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SCHEDULE 13D/A
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Page
4
of 10
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1
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NAME OF
REPORTING PERSONS
Adam H. Cyrus
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☒ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
5,000
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
5,000
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.0%*
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14
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TYPE OF REPORTING PERSON (See
Instructions)
IN
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*
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Based on 88,971,588 of the Issuers shares of common stock outstanding as of November 4, 2016 reported by the Issuer on its Form 10-Q filed with the SEC on November 9, 2016.
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CUSIP No. 81282V100
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SCHEDULE 13D/A
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Page
5
of 10
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1
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NAME OF
REPORTING PERSONS
Luma Asset Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☒ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
100
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
100
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.0%*
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14
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TYPE OF REPORTING PERSON (See
Instructions)
IN
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*
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Based on 88,971,588 of the Issuers shares of common stock outstanding as of November 4, 2016 reported by the Issuer on its Form 10-Q filed with the SEC on November 9, 2016.
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CUSIP No. 81282V100
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SCHEDULE 13D/A
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Page
6
of 10
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1
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NAME OF
REPORTING PERSONS
Gregory P. Taxin
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☒ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
21,000*
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8
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SHARED VOTING POWER
100
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9
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SOLE DISPOSITIVE POWER
21,000*
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10
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SHARED DISPOSITIVE POWER
100
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,100*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.0%**
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14
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TYPE OF REPORTING PERSON (See
Instructions)
IN
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*
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This number includes 4,000 shares of the Issuers common stock subject to options exercisable within the next 60 days.
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**
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Based on 88,971,588 of the Issuers shares of common stock outstanding as of November 4, 2016 reported by the Issuer on its Form 10-Q filed with the SEC on November 9, 2016.
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CUSIP No. 81282V100
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SCHEDULE 13D/A
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Page
7
of 10
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This Amendment No. 1 (Amendment No. 1) amends and supplements the statement on
Schedule 13D filed on September 30, 2016 (the Original Filing) by Ivory Cove Ltd. (Ivory Cove), Braslyn, Ltd., Joe Lewis, Adam H. Cyrus, Luma Asset Management, LLC (Luma) and Gregory P. Taxin. Ivory Cove, Mr.
Lewis, Mr. Cyrus, Luma and Mr. Taxin are collectively referred to herein as the Reporting Persons. The Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this
Amendment No. 1. Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Original Filing.
Item 5. Interest
in Securities of the Issuer.
Item 5 is hereby amended as follows:
All percentages are based on 88,971,588 of the Issuers shares of common stock outstanding as of November 4, 2016 reported by the Issuer
on its Form 10-Q filed with the SEC on November 9, 2016.
(a) The Reporting Persons may be deemed to beneficially own in the aggregate
3,479,406 shares of Common Stock which represent approximately 3.9% of the Issuers outstanding Common Stock. Ivory Cove and Joe Lewis beneficially own 3,453,306 shares of Common Stock which represent approximately 3.9% of the Issuers
outstanding Common Stock. Mr. Cyrus beneficially owns 5,000 shares of Common Stock which represent less than 1.0% of the Issuers outstanding Common Stock. Luma beneficially owns 100 shares of Common Stock, which represent less than 1.0%
of the Issuers outstanding Common Stock. Mr. Taxin beneficially owns 21,100 shares of Common Stock, which include 4,000 shares of Common Stock subject to options exercisable within the next 60 days, and represent less than 1.0% of the
Issuers outstanding Common Stock.
(b) With respect to any rights or powers to vote, or to direct the vote of, or to dispose of,
or direct the disposition of, the Common Stock owned by the Reporting Persons:
(i) Sole power to vote or direct the
vote:
Mr. Cyrus has the sole power to vote or direct the vote of the 5,000 shares of Common Stock that he beneficially
owns. Mr. Taxin has the sole power to vote or direct the vote of the 21,000 shares of Common Stock that he beneficially owns.
(ii) Shared power to vote or to direct the vote:
Ivory Cove and Mr. Lewis have shared power to vote or direct the vote of the 3,453,306 shares of Common Stock that they
beneficially own. Luma and Mr. Taxin have shared power to vote or direct the vote of the 100 shares of Common Stock that they beneficially own.
(iii) Sole power to dispose or direct the disposition of:
Mr. Cyrus has the sole power to dispose or direct the disposition of the 5,000 shares of Common Stock that he beneficially
owns. Mr. Taxin has the sole power to dispose or direct the disposition of the 21,000 shares of Common Stock that he beneficially owns.
(iv) Shared power to dispose or to direct the disposition of:
Ivory Cove and Mr. Lewis have shared power to dispose or to direct the disposition of the 3,453,306 shares of Common Stock that
they beneficially own. Luma and Mr. Taxin have shared power to dispose or to direct the disposition of the 100 shares of Common Stock that they beneficially own.
(c) In addition to the transactions described herein, in the past 60 days, the Reporting Persons have effected the following transactions
in the shares of Common Stock in the open market:
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CUSIP No. 81282V100
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SCHEDULE 13D/A
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Page
8
of 10
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Ivory Cove Ltd.
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Date
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Number of Shares
Purchased
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Number of
Shares Sold
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Price
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October 27, 2016
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43,905
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0
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$
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14.00
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October 28, 2016
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100
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0
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$
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14.05
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October 31, 2016
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60,786
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0
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$
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14.01
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November 1, 2016
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62,441
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0
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$
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14.03
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November 2, 2016
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200
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0
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$
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14.05
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November 3, 2016
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3,117
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0
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$
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14.05
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November 4, 2016
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133,610
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0
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$
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14.11
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November 8, 2016
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0
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495,000
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$
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15.03
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November 9, 2016
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0
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805,000
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$
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16.54
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November 10, 2016
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0
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180,339
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$
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16.92
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(d) No other person has the right to receive or the power to direct the receipt of dividends, or proceeds
of sale of such securities outlined in this Schedule 13D.
(e) On November 9, 2016, the Reporting Persons ceased to be the beneficial owner
of more than 5% of the Common Stock.
Item 7. Material to Be Filed as Exhibits.
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Exhibit 1
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Joint Filing Agreement, dated as of September 30, 2016, among Ivory Cove Ltd., Braslyn Ltd., Joe Lewis, Adam H. Cyrus, Luma Asset Management, LLC and Gregory P. Taxin, which is incorporated by reference to Exhibit 1 to the Original
Filing
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CUSIP No. 81282V100
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SCHEDULE 13D/A
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Page
9
of 10
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: November 10, 2016
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IVORY COVE LTD.
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By:
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/s/ Jefferson R. Voss
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Name:
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Jefferson R. Voss
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Title:
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Authorized Person
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/s/ Joe Lewis
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Joe Lewis
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/s/ Adam H. Cyrus
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Adam H. Cyrus
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LUMA ASSET MANAGEMENT, LLC
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By:
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/s/ Gregory P. Taxin
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Name:
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Gregory P. Taxin
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Title:
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Manager
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/s/ Gregory P. Taxin
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Gregory P. Taxin
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CUSIP No. 81282V100
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SCHEDULE 13D/A
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Page
10
of 10
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EXHIBIT INDEX
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Exhibit No.
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Description
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Exhibit 1
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Joint Filing Agreement, dated as of September 30, 2016, among Ivory Cove Ltd., Braslyn, Ltd., Joe Lewis, Adam H. Cyrus, Luma Asset Management, LLC and Gregory P. Taxin, which is incorporated by reference to Exhibit 1 to the Original
Filing
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