Statement of Changes in Beneficial Ownership (4)
February 22 2017 - 4:43PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
REID-ANDERSON JAMES
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2. Issuer Name
and
Ticker or Trading Symbol
Six Flags Entertainment Corp
[
SIX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Exec. Chairman
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(Last)
(First)
(Middle)
C/O SIX FLAGS ENTERTAINMENT CORPORATION, 924 AVENUE J EAST
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/19/2017
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(Street)
GRAND PRAIRIE, TX 75050
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.025 per share
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2/19/2017
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A
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8991
(1)
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A
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$0
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3197102
(2)
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D
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Common Stock, par value $0.025 per share
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2/20/2017
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A
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8383
(1)
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A
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$0
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3205485
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D
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Common Stock, par value $0.025 per share
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2/21/2017
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M
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62500
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A
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$33.45
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3267985
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D
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Common Stock, par value $0.025 per share
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2/21/2017
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M
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37500
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A
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$40.02
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3305485
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D
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Common Stock, par value $0.025 per share
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2/21/2017
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M
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50000
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A
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$47.60
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3355485
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D
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Common Stock, par value $0.025 per share
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2/21/2017
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M
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62500
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A
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$51.38
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3417985
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D
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Common Stock, par value $0.025 per share
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386500
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I
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By GRAT
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Common Stock, par value $0.025 per share
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113500
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I
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By Reporting Person's Wife as Trustee of family trust UAD 11-15-2013
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (Right to Buy)
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$33.45
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2/21/2017
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M
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62500
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(3)
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2/20/2023
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Common Stock, par value $0.025 per share
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62500.0
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$0
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0
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D
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Employee Stock Option (Right to Buy)
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$40.02
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2/21/2017
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M
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37500
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(4)
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2/19/2024
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Common Stock, par value $0.025 per share
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37500.0
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$0
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37500
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D
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Employee Stock Option (Right to Buy)
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$47.6
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2/21/2017
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M
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50000
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(5)
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2/19/2025
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Common Stock, par value $.025 per share
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50000.0
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$0
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100000
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D
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Employee Stock Option (Right to Buy)
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$51.38
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2/21/2017
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M
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62500
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(6)
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2/19/2026
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Common Stock, par value $0.025 per share
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62500.0
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$0
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187500
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D
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Explanation of Responses:
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(
1)
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Grant of shares of common stock pursuant to dividend equivalent rights under Issuer's Long-Term Incentive Plan. The number of shares of common stock granted was based on the conversion of cash dividend equivalents accumulated.
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(
2)
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Includes 107 shares of common stock acquired pursuant to the Issuer's Employee Stock Purchase Plan since the last-filed Form 4.
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(
3)
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Mr. Reid-Anderson was granted an option to purchase 250,000 shares on February 20, 2013 (as adjusted for stock split), which vests 25% on each of the first four anniversaries of the grant date if the reporting person has been continuously employed with the Issuer through such date, subject to accelerated vesting in certain events, including certain terminations or upon a change in control, or as provided for by the Compensation Committee of the Issuer's Board of Directors.
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(
4)
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Mr. Reid-Anderson was granted an option to purchase 150,000 shares on February 19, 2014, which vests 25% on each of the first four anniversaries of the grant date if the reporting person has been continuously employed with the Issuer through such date, subject to accelerated vesting in certain events, including certain terminations or upon a change in control, or as provided for by the Compensation Committee of the Issuer's Board of Directors.
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(
5)
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Mr. Reid-Anderson was granted an option to purchase 200,000 shares on February 19, 2015, which vests 25% on each of the first four anniversaries of the grant date if the reporting person has been continuously employed with the Issuer through such date, subject to accelerated vesting in certain events, including certain terminations or upon a change in control, or as provided for by the Compensation Committee of the Issuer's Board of Directors.
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(
6)
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Mr. Reid-Anderson was granted an option to purchase 250,000 shares on February 19, 2016, which vests 25% on each of the first four anniversaries of the grant date if the reporting person has been continuously employed with the Issuer through such date, subject to accelerated vesting in certain events, including certain terminations or upon a change in control, or as provided for by the Compensation Committee of the Issuer's Board of Directors.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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REID-ANDERSON JAMES
C/O SIX FLAGS ENTERTAINMENT CORPORATION
924 AVENUE J EAST
GRAND PRAIRIE, TX 75050
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X
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Exec. Chairman
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Signatures
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/s/ James Reid-Anderson
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2/22/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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