Six Flags Entertainment : Amended Statement of Beneficial Ownership

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

• 240.13d-2(a)(Amendment No. 12)1

Six Flags Entertainment Corporation

(Name of Issuer)

Common Stock, $0.025 par value

(Title of Class of Securities)

83001A102

(CUSIP Number)

H PARTNERS MANAGEMENT, LLC

888 Seventh Ave.

29th Floor

New York, NY 10019

Attn: Rehan Jaffer

[phone]

ANDREW M. FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

[phone]

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 14, 2020

(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 ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

1 The remainder of this cover page shall be filled out for a reporting person's 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.

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).

CUSIP No. 83001A102

	1	NAME OF REPORTING PERSON
			Rehan Jaffer		(a) ☐
		2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
					(b) ☒
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
		5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
	NUMBER OF	United States of America
	7	SOLE VOTING POWER
		SHARES
	BENEFICIALLY		5,500,000
	OWNED BY	8	SHARED VOTING POWER
		EACH
	REPORTING		- 0 -
	PERSON WITH	9	SOLE DISPOSITIVE POWER
				5,500,000
			10	SHARED DISPOSITIVE POWER
				- 0 -
		11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			5,500,000
		12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			6.51%
		14	TYPE OF REPORTING PERSON

IN

2

CUSIP No. 83001A102

	1	NAME OF REPORTING PERSON
			H Partners Management, LLC	(a) ☐
		2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
					(b) ☒
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
		5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
	NUMBER OF	Delaware
	7	SOLE VOTING POWER
		SHARES
	BENEFICIALLY		5,500,000
	OWNED BY	8	SHARED VOTING POWER
		EACH
	REPORTING		- 0 -
	PERSON WITH	9	SOLE DISPOSITIVE POWER
				5,500,000
			10	SHARED DISPOSITIVE POWER
				- 0 -
		11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			5,500,000
		12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			6.51%
		14	TYPE OF REPORTING PERSON

OO

3

CUSIP No. 83001A102

	1	NAME OF REPORTING PERSON
			H Partners Capital, LLC	(a) ☐
		2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
					(b) ☒
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
		5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
	NUMBER OF	Delaware
	7	SOLE VOTING POWER
		SHARES
	BENEFICIALLY		3,664,963
	OWNED BY	8	SHARED VOTING POWER
		EACH
	REPORTING		- 0 -
	PERSON WITH	9	SOLE DISPOSITIVE POWER
				3,664,963
			10	SHARED DISPOSITIVE POWER
				- 0 -
		11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			3,664,963
		12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			4.34%
		14	TYPE OF REPORTING PERSON

OO

4

CUSIP No. 83001A102

	1	NAME OF REPORTING PERSON
			H Partners, LP		(a) ☐
		2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
					(b) ☒
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
		5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
	NUMBER OF	Delaware
	7	SOLE VOTING POWER
		SHARES
	BENEFICIALLY		3,664,963
	OWNED BY	8	SHARED VOTING POWER
		EACH
	REPORTING		- 0 -
	PERSON WITH	9	SOLE DISPOSITIVE POWER
				3,664,963
			10	SHARED DISPOSITIVE POWER
				- 0 -
		11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			3,664,963
		12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			4.34%
		14	TYPE OF REPORTING PERSON

PN

5

CUSIP No. 83001A102

The Statement on Schedule 13D, as originally filed with the Securities and Exchange Commission (the "SEC") on May 10, 2010, as amended by Amendment No. 1 filed with the SEC on May 24, 2010, as further amended by Amendment No. 2 filed with the SEC on April 8, 2011, as further amended by Amendment No. 3 filed with the SEC on July 13, 2011, as further amended by Amendment No. 4 filed with the SEC on March 14, 2012, as further amended by Amendment No. 5 filed with the SEC on February 3, 2014, as further amended by Amendment No. 6 filed with the SEC on October 27, 2015, as further amended by Amendment No. 7 filed with the SEC on May 26, 2016, as further amended by Amendment No. 8 filed with the SEC on May 1, 2017, as further amended by Amendment No. 9 filed with the SEC on March 12, 2018, as further amended by Amendment No. 10 filed with the SEC on June 15, 2018 and as further amended by Amendment No. 11 filed with the SEC on February 14, 2019 (collectively referred to as the "Schedule 13D"), by the Reporting Persons named therein is hereby further amended and supplemented by this Amendment No. 12 to Schedule 13D. Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Schedule 13D.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby amended as follows:

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended to add the following:

The Common Stock purchased by the Reporting Persons were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 5,500,000 shares of Common Stock beneficially owned in the aggregate by the Reporting Persons is approximately $66,994,281, excluding brokerage commissions.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

As one of the largest and longest-tenured shareholders of the Issuer, the Reporting Persons have been closely monitoring developments at the Issuer and are concerned by the recent deterioration in the Issuer's operational and stock price performance. To address these concerns, the Reporting Persons have engaged in discussions with the Board of Directors regarding suggestions aimed at improving the governance of the Issuer, including the addition of a representative of the Reporting Persons to the Board of Directors.

Item 5. Interest in Securities of the Issuer.

Items 5(a) - (c) are hereby amended and restated to read as follows:

As of January 16, 2020, the Reporting Persons beneficially own an aggregate of 5,500,000 shares of Common Stock, or approximately 6.51% of the 84,524,441 shares of Common Stock outstanding as of October 18, 2019, as reported in the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2019. These shares of Common Stock include shares of Common Stock received by the H Partners Entities in connection with the Issuer's emergence from bankruptcy and subsequently transferred between investment funds.

6

CUSIP No. 83001A102

(a) and (b)

1. H LP directly beneficially owns 3,664,963 shares of Common Stock, constituting approximately 4.34% of the Common Stock outstanding. As of the date of this filing, H LP has sole voting power and sole investment power with respect to all the shares of Common Stock referred to in the previous sentence.
2. H Capital, as the general partner of H LP, may be deemed to beneficially own 3,664,963 shares of Common Stock, constituting approximately 4.34% of the Common Stock outstanding. H Capital may be deemed to have sole voting power and sole investment power with respect to all the shares of Common Stock referred to in the previous sentence.
3. H Management, as the investment manager of H Capital, H Offshore and Phoenix Capital, may be deemed to beneficially own 5,500,000 shares of Common Stock, constituting approximately 6.51% of the Common Stock outstanding. H Management may be deemed to have sole voting power and sole investment power with respect to all the shares of Common Stock referred to in the previous sentence.
4. Mr. Jaffer, as the managing member of H Management, H Capital and Phoenix Capital, may be deemed to beneficially own 5,500,000 shares of Common Stock, constituting approximately 6.51% of the Common Stock outstanding. Jaffer may be deemed to have sole voting power and sole investment power with respect to all the shares of Common Stock referred to in the previous sentence.

Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of any Common Stock referred to in this Statement for the purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

1. All transactions in the Common Stock by the Reporting Persons in the last 60 days are set forth in Schedule A and incorporated herein by reference. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in Schedule A.

Item 7. Material to be Filed as Exhibits

Item 7 is hereby amended and restated in its entirety as follows:

Exhibit 99.1 Joint Filing Agreement.

Exhibit 99.2 Registration Rights Agreement, dated as of April 30, 2010, among Six Flags Entertainment Corporation and certain holders of Common Stock (incorporated herein by reference to Exhibit 4.1 to Six Flags Entertainment Corporation's Current Report on Form 8-K, filed May 4, 2010).

Exhibit 99.3 Form of Equity Commitment Agreement, dated as of April 15, 2010, by and among Six Flags, Inc. and the purchasers named therein (incorporated herein by reference to Exhibit 99.1 to Six Flags Entertainment Corporation's Current Report on Form 8-K, filed May 11, 2010).

7

CUSIP No. 83001A102

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 16, 2020

H Partners Management, LLC

By:	/s/ Rehan Jaffer
	Name:	Rehan Jaffer
	Title:	Managing Member
H Partners Capital, LLC
By:	/s/ Rehan Jaffer
	Name:	Rehan Jaffer
	Title:	Managing Member
H Partners, LP
By:	H Partners Capital, LLC, its General Partner
By:	/s/ Rehan Jaffer
	Name:	Rehan Jaffer
	Title:	Managing Member

/s/ Rehan Jaffer Rehan Jaffer

8

CUSIP No. 83001A102

		SCHEDULE A
	Transactions in the Common Stock During the Past Sixty Days
					Average
	Nature of	Amount of Securities	Low	High	Price
Date	Transaction	Purchased/(Sold)	Price ($)	Price ($)	($)
01/10/2020	Purchase of Common	500,000	35.1050	36.0000	35.6374
	Stock
01/14/2020	Purchase of Common	268,347	35.5700	36.1200	35.8784
	Stock

Exhibit 99.1

Joint Filing Agreement

The undersigned hereby agree as follows:

1. Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of
   them; and
2. Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Dated: January 16, 2020

H Partners Management, LLC

By:	/s/ Rehan Jaffer
	Name:	Rehan Jaffer
	Title:	Managing Member
H Partners Capital, LLC
By:	/s/ Rehan Jaffer
	Name:	Rehan Jaffer
	Title:	Managing Member
H Partners, LP
By:	H Partners Capital, LLC, its General Partner
By:	/s/ Rehan Jaffer
	Name:	Rehan Jaffer
	Title:	Managing Member

/s/ Rehan Jaffer Rehan Jaffer