Blackstone Inc. — Director's Dealing 2013

Dec 17, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SeaWorld Entertainment, Inc. (SEAS)
CIK: 0001564902
Period of Report: 2013-12-17

Reporting Person: Blackstone Holdings III L.P. (10% Owner)
Reporting Person: SW Cayman Ltd (10% Owner)
Reporting Person: Blackstone Capital Partners (Cayman III) V L.P. (10% Owner)
Reporting Person: Blackstone Management Associates (Cayman) V L.P. (10% Owner)
Reporting Person: BCP V GP L.L.C. (10% Owner)
Reporting Person: Blackstone Holdings III GP L.P. (10% Owner)
Reporting Person: Blackstone Holdings III GP Management L.L.C. (10% Owner)
Reporting Person: Blackstone Group L.P. (10% Owner)
Reporting Person: Blackstone Group Management L.L.C. (10% Owner)
Reporting Person: SCHWARZMAN STEPHEN A (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-17	Common Stock	S	14065928	$28.875	Disposed	31840340	Indirect
2013-12-17	Common Stock	S	439049	$28.875	Disposed	993855	Indirect
2013-12-17	Common Stock	S	493788	$28.875	Disposed	1117763	Indirect
2013-12-17	Common Stock	S	450505	$28.875	Disposed	1019786	Indirect
2013-12-17	Common Stock	S	161847	$28.875	Disposed	366366	Indirect
2013-12-17	Common Stock	S	507207	$28.875	Disposed	1148140	Indirect
2013-12-17	Common Stock	S	396398	$28.875	Disposed	897307	Indirect
2013-12-17	Common Stock	S	603734	$28.875	Disposed	1366644	Indirect
2013-12-17	Common Stock	S	661158	$28.875	Disposed	1496630	Indirect
2013-12-17	Common Stock	S	220386	$28.875	Disposed	498877	Indirect

Footnotes

F1: This amount represents the $30.00 public offering price per share of Common Stock, par value $0.01 per share ("Common Stock"), of SeaWorld Entertainment, Inc., less the underwriting discount of $1.125 per share of Common Stock.

F2: These shares represent Common Stock that are directly held by the Partnerships (as defined below).

F3: These securities are directly held by SW Delaware L.P. ("SWD") formerly known as SW Cayman L.P.

F4: These securities are directly held by SW Delaware A L.P. ("SWDA") formerly known as SW Cayman A L.P.

F5: These securities are directly held by SW Delaware B L.P. ("SWDB") formerly known as SW Cayman B L.P.

F6: These securities are directly held by SW Delaware C L.P. ("SWDC") formerly known as SW Cayman C L.P.

F7: These securities are directly held by SW Delaware D L.P. ("SWDD").

F8: These securities are directly held by SW Delaware E L.P. ("SWDE") formerly known as SW Cayman E L.P.

F9: These securities are directly held by SW Delaware F L.P. ("SWDF") formerly known as SW Cayman F L.P.

F10: These securities are directly held by SW Delaware Co-Invest L.P. ("SWDCI") formerly known as SW Cayman Co-Invest L.P.

F11: These securities are directly held by SW Delaware (GS) L.P. ("SWDGS") formerly known as SW Cayman (GS) L.P.

F12: 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.

F13: 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.

F14: 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.

F15: 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.

F16: 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.

F17: 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.