UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 
SeaWorld Entertainment, Inc.	
(Name of Issuer)	

Common Stock, par value $0.01 per share	
(Title of Class of Securities)	

81282V100	
(CUSIP Number)	

December 31, 2013	
(Date of Event Which Requires Filing of this Statement)	

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o  Rule 13d-1(b)

x  Rule 13d-1(c)
o  Rule 13d-1(d)

*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 in 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.  81282V100	  SCHEDULE 13G /A	Page 2 of 9 Pages	
 	 	 	 	 	
1	NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 
 
Scout Capital Management, L.L.C.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o	 	
3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware, United States
	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	5	SOLE VOTING POWER
 
0
	
	6	SHARED VOTING POWER
 
0	
	7	SOLE DISPOSITIVE POWER
 
0	
	8	SHARED DISPOSITIVE POWER
 
0	
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0	
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 	o	
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%	
12	TYPE OF REPORTING PERSON (See Instructions)
 
IA	

 

CUSIP No. 81282V100	  SCHEDULE 13G /A	Page 3 of 9 Pages	
 	 	 	 	 	
1	NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 
 
Adam Weiss

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o	 	
3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	5	SOLE VOTING POWER
 
0
	
	6	SHARED VOTING POWER
 
0	
	7	SOLE DISPOSITIVE POWER
 
0	
	8	SHARED DISPOSITIVE POWER \
 
 0	
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0	
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 	o	
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%	
12	TYPE OF REPORTING PERSON (See Instructions)
 
IN	

 

CUSIP No. 81282V100	  SCHEDULE 13G /A	Page 4 of 9 Pages	
 	 	 	 	 	
1	NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 
 
James Crichton

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o	 	
3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	5	SOLE VOTING POWER
 0
	
	6	SHARED VOTING POWER
 
0	
	7	SOLE DISPOSITIVE POWER
 
0	
	8	SHARED DISPOSITIVE POWER
 
0	
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0	
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 	o	
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%	
12	TYPE OF REPORTING PERSON (See Instructions)
 
IN	

 
 
CUSIP No.  81282V100	  SCHEDULE 13G /A	Page 5 of 9 Pages	

Item 1.		(a) Name of Issuer	

SeaWorld Entertainment, Inc.

		(b) Address of Issuer’s Principal Executive Offices	

9205 South Park Center Loop, Suite 400
Orlando, Florida 32819

Item 2.		(a) Name of Person Filing	

This statement is filed by:

(i) Scout Capital Management, L.L.C., a Delaware limited liability company, which serves as investment manager to two Delaware limited partnerships and two Cayman Islands exempted companies (collectively, the "Funds"), with respect to the shares of Common Stock directly owned by the Funds;
(ii) Adam Weiss ("Mr. Weiss"), with respect to the shares of Common Stock directly owned by the Funds; and
(iii) James Crichton ("Mr. Crichton"), with respect to the shares of Common Stock directly owned by the Funds.

The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

		(b) Address of Principal Business Office, or, if none, Residence	

The address of the principal business office of Scout Capital Management, L.L.C. and Mr. Crichton is 640 Fifth Avenue, 22nd Floor, New York, New York 10019. The address of the principal business office of Mr. Weiss is 317 University Avenue, Palo Alto, California 94301.

		(c) Citizenship	

Please refer to Item 4 on each cover sheet for each Reporting Person  

 		(d) Title of Class of Securities	

Common Stock, par value $0.01 per share ( the “Common Stock”)

 		(e) CUSIP No.:	

81282V100

 

CUSIP No.  81282V100	  SCHEDULE 13G /A	Page 6 of 9 Pages	

 	

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:	

 	(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);	
 		
 	(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);	
 		
 	(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);	
 		
 	(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);	
 		
 	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);	
 		
 	(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);	
 		
 	(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);	
 		
 	(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);	
 		
 	(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);	
 		
 	(j)	¨	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);	

 	(k)	¨	A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                             	

 

 

CUSIP No. 81282V100	  SCHEDULE 13G /A	Page 7 of 9 Pages	

Item 4. Ownership

Please see Items 5 - 9 and 11 on each cover sheet for each Reporting Person, which reflects such Reporting Person’s beneficial ownership as reported on the Schedule 13G filed on April 29, 2013.

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

Item 6. Ownership of More Than Five Percent on Behalf of Another Person
 
Not Applicable

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
 
Not Applicable

Item 8. Identification and Classification of Members of the Group
 
Not Applicable

Item 9. Notice of Dissolution of Group
 
Not Applicable

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

CUSIP No. 81282V100	  SCHEDULE 13G /A	Page 8 of 9 Pages	

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.
 
Dated: February 14, 2014

 	SCOUT CAPITAL MANAGEMENT, L.L.C.	
 	 	 	 	
	By: /s/ Erin Ross	
 	Name: Erin Ross	
 	Title: Managing Director, General Counsel & Chief Compliance Officer	

 	ADAM WEISS	
 	 	 	 	
	/s/ Erin Ross	
	
Erin Ross
As Attorney-in-Fact for Adam Weiss	

 	JAMES CRICHTON	

	/s/ Erin Ross	
	
Erin Ross
As Attorney-in-Fact for James Crichton	
 
Each of the Powers of Attorney executed by Adam Weiss and James Crichton authorizing Erin Ross to sign and file this Schedule 13G on his behalf, which was filed with the Schedule 13D filed with the Securities and Exchange Commission on May 13, 2013 by such Reporting Persons with respect to the common stock of DineEquity, Inc., is hereby incorporated by reference.

 
CUSIP No. 12646R105	  SCHEDULE 13G/A	Page 9 of 9 Pages	
 
 JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 	SCOUT CAPITAL MANAGEMENT, L.L.C.	
 	 	 	 	
	By: /s/ Erin Ross	
 	Name: Erin Ross	
 	Title: Managing Director, General Counsel & Chief Compliance Officer	

 	ADAM WEISS	
 	 	 	 	
	/s/ Erin Ross	
	
Erin Ross
As Attorney-in-Fact for Adam Weiss	

 	JAMES CRICHTON	

	/s/ Erin Ross	
	
Erin Ross
As Attorney-in-Fact for James Crichton