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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Sample Derek C/O SIX FLAGS ENTERTAINMENT CORPORATION 1000 BALLPARK WAY, SUITE 400 ARLINGTON, TX 76011 |
Chief Accounting Officer | |||
| /s/ Derek Sample | 12/22/2023 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The reported securities represent a grant of restricted stock under the Six Flags Entertainment Corporation ("Six Flags") Long-Term Incentive Plan (the "Plan"), which will vest, subject to Mr. Sample's continued employment with Six Flags through the consummation of the previously announced merger of equals transaction (the "Merger") by and between Six Flags and Cedar Fair, L.P. pursuant to the Merger Agreement, dated November 2, 2023, by and among the parties thereto (the "Merger Agreement"). The reported amount includes: (i) 10,395 restricted shares received in respect of a retention bonus and (ii) 4,558 restricted shares granted in settlement of PSUs previously granted to Mr. Sample. |
| (2) | Shares withheld in payment of tax liability in connection with the grant of (i) 14,953 shares of restricted stock reported herein and (ii) 4,675 share of restricted stock granted in settlement of previously reported restricted stock units , which shares of restricted stock will vest at the consummation of the Merger, subject to Mr. Sample's continued employment with Six Flags through the consummation of the Merger. |