FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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	                      	

1. Name and Address of Reporting Person *

Blackstone Holdings III L.P.	2. Issuer Name and Ticker or Trading Symbol

SeaWorld Entertainment, Inc. [ SEAS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)	
(Last)          (First)          (Middle)

C/O THE BLACKSTONE GROUP L.P., 345 PARK AVENUE	3. Date of Earliest Transaction (MM/DD/YYYY)

12/17/2013		
(Street)

NEW YORK, NY 10154
(City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)

 	6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form 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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)	
			Code	V	Amount	(A) or (D)	Price				
Common Stock  	12/17/2013  	 	S	  	1172162  	D	$28.875   (1)	30668178  	I  	See Footnotes   (1) (2) (3) (13) (14) (15) (16) (17)	
Common Stock  	12/17/2013  	 	S	  	36587  	D	$28.875   (1)	957268  	I  	See Footnotes   (1) (2) (4) (13) (14) (15) (16) (17)	
Common Stock  	12/17/2013  	 	S	  	41149  	D	$28.875   (1)	1076614  	I  	See Footnotes   (1) (2) (5) (13) (14) (15) (16) (17)	
Common Stock  	12/17/2013  	 	S	  	37542  	D	$28.875   (1)	982244  	I  	See Footnotes   (1) (2) (6) (13) (14) (15) (16) (17)	
Common Stock  	12/17/2013  	 	S	  	13487  	D	$28.875   (1)	352879  	I  	See Footnotes   (1) (2) (7) (13) (14) (15) (16) (17)	
Common Stock  	12/17/2013  	 	S	  	42267  	D	$28.875   (1)	1105873  	I  	See Footnotes   (1) (2) (8) (13) (14) (15) (16) (17)	
Common Stock  	12/17/2013  	 	S	  	33033  	D	$28.875   (1)	864274  	I  	See Footnotes   (1) (2) (9) (13) (14) (15) (16) (17)	
Common Stock  	12/17/2013  	 	S	  	50311  	D	$28.875   (1)	1316333  	I  	See Footnotes   (1) (2) (10) (13) (14) (15) (16) (17)	
Common Stock  	12/17/2013  	 	S	  	55096  	D	$28.875   (1)	1441534  	I  	See Footnotes   (1) (2) (11) (13) (14) (15) (16) (17)	
Common Stock  	12/17/2013  	 	S	  	18366  	D	$28.875   (1)	480511  	I  	See Footnotes   (1) (2) (12) (13) (14) (15) (16) (17)	

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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	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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)	
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares					

Explanation of Responses:	
(  1) 	Shares of Common Stock, par value $0.01 per share ("Common Stock"), of SeaWorld Entertainment, Inc., sold pursuant to a share repurchase agreement with the Company and each of the Partnerships (as defined below) at a purchase price of $28.875 per share. The share repurchase closed on December 17, 2013.	
(  2) 	These shares represent Common Stock that are directly held by the Partnerships (as defined below).	
(  3) 	These securities are directly held by SW Delaware L.P. ("SWD") formerly known as SW Cayman L.P.	
(  4) 	These securities are directly held by SW Delaware A L.P. ("SWDA") formerly known as SW Cayman A L.P.	
(  5) 	These securities are directly held by SW Delaware B L.P. ("SWDB") formerly known as SW Cayman B L.P.	
(  6) 	These securities are directly held by SW Delaware C L.P. ("SWDC") formerly known as SW Cayman C L.P.	
(  7) 	These securities are directly held by SW Delaware D L.P. ("SWDD").	
(  8) 	These securities are directly held by SW Delaware E L.P. ("SWDE") formerly known as SW Cayman E L.P.	
(  9) 	These securities are directly held by SW Delaware F L.P. ("SWDF") formerly known as SW Cayman F L.P.	
(  10) 	These securities are directly held by SW Delaware Co-Invest L.P. ("SWDCI") formerly known as SW Cayman Co-Invest L.P.	
(  11) 	These securities are directly held by SW Delaware (GS) L.P. ("SWDGS") formerly known as SW Cayman (GS) L.P.	
(  12) 	These securities are directly held by SW Delaware (GSO) L.P. (together with SWD, SWDA, SWDB, SWDC, SWDD, SWDE, SWDF, SWDCI and SWDGS, the "Partnerships") formerly known as SW Cayman (GSO) L.P.	
(  13) 	Under the terms of the partnership agreements of the Partnerships, the general partner determines any voting and dispositions decisions with respect to the shares of Common Stock held by the Partnerships. In certain circumstances, Blackstone and certain co-investors in the Partnerships are permitted to surrender their interests in the Partnerships to the Partnerships and receive shares of Common Stock held by the Partnerships.	
(  14) 	The general partner of each of the Partnerships is SW Cayman Limited. SW Cayman Limited is wholly owned by Blackstone Capital Partners (Cayman III) V L.P. The general partner of Blackstone Capital Partners (Cayman III) V L.P. is Blackstone Management Associates (Cayman) V L.P. The general partner of Blackstone Management Associates (Cayman) V L.P. is BCP V GP L.L.C. The sole member of BCP V GP L.L.C. is Blackstone Holdings III L.P. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P.	
(  15) 	The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. As a result of his control of Blackstone Group Management L.L.C., Mr. Schwarzman may be deemed to have voting and investment power with respect to the shares held by the Partnerships.	
(  16) 	Each of such Blackstone entities and Mr. Schwarzman may be deemed to beneficially own the shares beneficially owned by the Partnerships directly or indirectly controlled by it or him, but each (other than the Partnerships to the extent of their direct holdings) disclaims beneficial ownership of such shares, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.	
(  17) 	Due to the limitations of the Securities and Exchange Commission's EDGAR system, SWD, SWDA, SWDB, SWDC, SWDD, SWDE, SWDF, SWDCI, SWDGS, and SW Delaware (GSO) L.P. have filed a separate Form 4.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
Blackstone Holdings III L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY 10154		X			
SW Cayman Ltd
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY 10154		X			
Blackstone Capital Partners (Cayman III) V L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY 10154		X			
Blackstone Management Associates (Cayman) V L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY 10154		X			
BCP V GP L.L.C.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY 10154		X			
Blackstone Holdings III GP L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY 10154		X			
Blackstone Holdings III GP Management L.L.C.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY 10154		X			
Blackstone Group L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY 10154		X			
Blackstone Group Management L.L.C.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY 10154		X			
SCHWARZMAN STEPHEN A
C/O THE BLACKSTONE GROUP, L.P.
345 PARK AVENUE
NEW YORK, NY 10154		X			

Signatures		
SW CAYMAN LIMITED; By: Blackstone Capital Partners (Cayman III) V L.P., its general partner; By: BCP V GP L.L.C., its general partner; By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		12/17/2013	
** Signature of Reporting Person		Date
	
BLACKSTONE CAPITAL PARTNERS (CAYMAN III) V L.P.; By: Blackstone Management Associates (Cayman) V L.P., its general partner; By: BCP V GP L.L.C., its general partner; By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		12/17/2013	
** Signature of Reporting Person		Date
	
BLACKSTONE MANAGEMENT ASSOCIATES (CAYMAN) V L.P.. By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		12/17/2013	
** Signature of Reporting Person		Date
	
BCP V GP L.L.C.; By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		12/17/2013	
** Signature of Reporting Person		Date
	
BLACKSTONE HOLDINGS III L.P.; By: Blackstone Holdings III GP L.P., its general partner; By: Blackstone Holdings III GP Management L.L.C., its general partner; By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		12/17/2013	
** Signature of Reporting Person		Date
	
BLACKSTONE HOLDINGS III GP L.P.; By: Blackstone Holdings III GP Management L.L.C., its general partner; By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		12/17/2013	
** Signature of Reporting Person		Date
	
BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C.; By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		12/17/2013	
** Signature of Reporting Person		Date
	
BLACKSTONE GROUP MANAGEMENT L.L.C.; By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		12/17/2013	
** Signature of Reporting Person		Date
	
BLACKSTONE GROUP L.P.; By: Blackstone Group Management L.L.C., its general partner; By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		12/17/2013	
** Signature of Reporting Person		Date
	
STEPHEN A SCHWARZMAN, By: /s/ Stephen A. Schwarzman, Name: Stephen A. Schwarzman		12/17/2013	
** Signature of Reporting Person		Date

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).	
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