Please wait





Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)




SCHEDULE 13D/A 0001676292 XXXXXXXX LIVE 20 Common Stock, par value $0.01 per share 06/13/2025 false 0001564902 81282V100 United Parks & Resorts Inc. 6240 SEA HARBOR DRIVE ORLANDO FL 32821 SCOTT ROSS 212-632-5420 HILL PATH CAPITAL LP 150 East 58th Street, 33rd Floor New York NY 10155 0001661914 N Hill Path Capital Partners LP WC N DE 5885065.00 0.00 5885065.00 0.00 5885065.00 N 10.7 PN 0001661913 N Hill Path Capital Co-Investment Partners LP WC N DE 176201.00 0.00 176201.00 0.00 176201.00 N 0.3 PN 0001661915 N Hill Path Capital Partners-H LP WC N DE 1334162.00 0.00 1334162.00 0.00 1334162.00 N 2.4 PN 0001705700 N Hill Path Capital Partners Co-Investment E LP WC N DE 6109961.00 0.00 6109961.00 0.00 6109961.00 N 11.1 PN 0001705698 N Hill Path Capital Partners Co-Investment E2 LP WC N DE 402017.00 0.00 402017.00 0.00 402017.00 N 0.7 PN 0001710571 N Hill Path Capital Partners Co-Investment S LP WC N DE 83900.00 0.00 83900.00 0.00 83900.00 N 0.2 PN 0001778825 N HEP Fund LP WC N DE 10518006.00 0.00 10518006.00 0.00 10518006.00 N 19.1 PN 0001778807 N HM Fund LP WC N DE 2695994.00 0.00 2695994.00 0.00 2695994.00 N 4.9 PN 0001814671 N HAT Fund LP N DE 0.00 0.00 0.00 0.00 0.00 N 0 PN 0001814670 N HAT Fund II LP N DE 0.00 0.00 0.00 0.00 0.00 N 0 PN 0001676386 N Hill Path Capital Partners GP LLC AF N DE 7395428.00 0.00 7395428.00 0.00 7395428.00 N 13.5 OO 0001705699 N Hill Path Capital Partners E GP LLC AF N DE 6511978.00 0.00 6511978.00 0.00 6511978.00 N 11.8 OO 0001711306 N Hill Path Capital Partners S GP LLC AF N DE 83900.00 0.00 83900.00 0.00 83900.00 N 0.2 OO 0001778844 N HE GP LLC AF N DE 10518006.00 0.00 10518006.00 0.00 10518006.00 N 19.1 OO 0001778909 N HM GP LLC AF N DE 2695994.00 0.00 2695994.00 0.00 2695994.00 N 4.9 OO 0001676389 N Hill Path Investment Holdings LLC AF N DE 27205306.00 0.00 27205306.00 0.00 27205306.00 N 49.5 OO 0001676292 N Hill Path Capital LP AF N DE 27205306.00 0.00 27205306.00 0.00 27205306.00 N 49.5 IA PN 0001676388 N Hill Path Holdings LLC AF N DE 27205306.00 0.00 27205306.00 0.00 27205306.00 N 49.5 OO 0001549220 N ROSS SCOTT I AF OO N X1 27264596.00 0.00 27264596.00 0.00 27264596.00 N 49.6 IN 0001778860 N CHAMBERS JAMES P. OO N X1 23137.00 0.00 23137.00 0.00 23137.00 N 0 IN Common Stock, par value $0.01 per share United Parks & Resorts Inc. 6240 SEA HARBOR DRIVE ORLANDO FL 32821 Item 3 is hereby amended to add the following: The 59,290 Shares beneficially owned directly by Mr. Ross were awarded to him in his capacity as a director of the Issuer. The 23,137 Shares beneficially owned directly by Mr. Chambers were awarded to him in his capacity as a director of the Issuer. Item 4 is hereby amended to add the following: At the Issuer's 2025 annual meeting of stockholders held on June 13, 2025, stockholders of the Issuer elected Aayushi Dalal, a Vice President of Hill Path, to the Issuer's Board of Directors (the "Board"), along with Mr. Chambers and Mr. Ross. In connection with Ms. Dalal's nomination by the Issuer for election to the Board, the Board determined to grant a one-time waiver of the limitation in the Stockholders Agreement by and between Hill Path and the Issuer, dated May 27, 2019, as amended on February 27, 2024 (the "Stockholders Agreement"), that no more than two Hill Path Designees (as defined in the Stockholders Agreement) may be affiliated with Hill Path solely to permit Ms. Dalal to join the Board. Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 54,974,409 Shares outstanding as of May 7, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2025. A. Hill Path Capital As of the close of business on the date hereof, Hill Path Capital beneficially owned 5,885,065 Shares. Percentage: Approximately 10.7% B. Hill Path Co-Investment As of the close of business on the date hereof, Hill Path Co-Investment beneficially owned 176,201 Shares. Percentage: Less than 1% C. Hill Path H As of the close of business on the date hereof, Hill Path H beneficially owned 1,334,162 Shares. Percentage: Approximately 2.4% D. Hill Path E As of the close of business on the date hereof, Hill Path E beneficially owned 6,109,961 Shares. Percentage: Approximately 11.1% E. Hill Path E2 As of the close of business on the date hereof, Hill Path E2 beneficially owned 402,017 Shares. Percentage: Less than 1% F. Hill Path S As of the close of business on the date hereof, Hill Path S beneficially owned 83,900 Shares. Percentage: Less than 1% G. HEP Fund As of the close of business on the date hereof, HEP Fund beneficially owned 10,518,006 Shares. Percentage: Approximately 19.1% H. HM Fund As of the close of business on the date hereof, HM Fund beneficially owned 2,695,994 Shares. Percentage: Approximately 4.9% I. HAT Fund As of the close of business on the date hereof, HAT Fund does not beneficially own any Shares. Percentage: 0% J. HAT Fund II As of the close of business on the date hereof, HAT Fund II does not beneficially own any Shares. Percentage: 0% K. Hill Path GP Hill Path GP, as the general partner of each of Hill Path Capital, Hill Path Co-Investment and Hill Path H, may be deemed the beneficial owner of the (i) 5,885,065 Shares owned by Hill Path Capital, (ii) 176,201 Shares owned by Hill Path Co-Investment and (iii) 1,334,162 Shares owned by Hill Path H. Percentage: Approximately 13.5% L. Hill Path E GP Hill Path E GP, as the general partner of each of Hill Path E and Hill Path E2, may be deemed the beneficial owner of the (i) 6,109,961 Shares owned by Hill Path E and (ii) 402,017 Shares owned by Hill Path E2. Percentage: Approximately 11.8% M. Hill Path S GP Hill Path S GP, as the general partner of Hill Path S, may be deemed the beneficial owner of the 83,900 Shares owned by Hill Path S. Percentage: Less than 1% N. HE GP HE GP, as the general partner of HEP Fund, may be deemed the beneficial owner of the 10,518,006 Shares owned by HEP Fund. Percentage: Approximately 19.1% O. HM GP HM GP, as the general partner of HM Fund, may be deemed the beneficial owner of the 2,695,994 Shares owned by HM Fund. Percentage: Approximately 4.9% P. Hill Path Investment Holdings Hill Path Investment Holdings, as the managing member of each of Hill Path GP, Hill Path E GP, Hill Path S GP, HE GP and HM GP, may be deemed to beneficially own the (i) 5,885,065 Shares owned by Hill Path Capital, (ii) 176,201 Shares owned by Hill Path Co-Investment, (iii) 1,334,162 Shares owned by Hill Path H, (iv) 6,109,961 Shares owned by Hill Path E, (v) 402,017 Shares owned by Hill Path E2, (vi) 83,900 Shares owned by Hill Path S, (vii) 10,518,006 Shares owned by HEP Fund and (viii) 2,695,994 Shares owned by HM Fund. Percentage: Approximately 49.5% Q. Hill Path Hill Path, as the investment manager of each of Hill Path Capital, Hill Path Co-Investment, Hill Path H, Hill Path E, Hill Path E2, Hill Path S, HEP Fund and HM Fund, may be deemed to beneficially own the (i) 5,885,065 Shares owned by Hill Path Capital, (ii) 176,201 Shares owned by Hill Path Co-Investment, (iii) 1,334,162 Shares owned by Hill Path H, (iv) 6,109,961 Shares owned by Hill Path E, (v) 402,017 Shares owned by Hill Path E2, (vi) 83,900 Shares owned by Hill Path S, (vii) 10,518,006 Shares owned by HEP Fund and (viii) 2,695,994 Shares owned by HM Fund. Percentage: Approximately 49.5% R. Hill Path Holdings Hill Path Holdings, as the general partner of Hill Path, may be deemed to beneficially own the (i) 5,885,065 Shares owned by Hill Path Capital, (ii) 176,201 Shares owned by Hill Path Co-Investment, (iii) 1,334,162 Shares owned by Hill Path H, (iv) 6,109,961 Shares owned by Hill Path E, (v) 402,017 Shares owned by Hill Path E2, (vi) 83,900 Shares owned by Hill Path S, (vii) 10,518,006 Shares owned by HEP Fund and (viii) 2,695,994 Shares owned by HM Fund. Percentage: Approximately 49.5% S. Mr. Ross As of the close of business on the date hereof, Mr. Ross beneficially owned directly 59,290 Shares. Mr. Ross, as the managing partner of each of Hill Path Investment Holdings, Hill Path and Hill Path Holdings, may be deemed to beneficially own the (i) 5,885,065 Shares owned by Hill Path Capital, (ii) 176,201 Shares owned by Hill Path Co-Investment, (iii) 1,334,162 Shares owned by Hill Path H, (iv) 6,109,961 Shares owned by Hill Path E, (v) 402,017 Shares owned by Hill Path E2, (vi) 83,900 Shares owned by Hill Path S, (vii) 10,518,006 Shares owned by HEP Fund and (viii) 2,695,994 Shares owned by HM Fund. Percentage: Approximately 49.6% T. Mr. Chambers As of the close of business on the date hereof, Mr. Chambers beneficially owned 23,137 Shares. Percentage: Less than 1% Item 5(b) is hereby amended and restated to read as follows: A. Hill Path Capital 1. Sole power to vote or direct vote: 5,885,065 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 5,885,065 4. Shared power to dispose or direct the disposition: 0 B. Hill Path Co-Investment 1. Sole power to vote or direct vote: 176,201 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 176,201 4. Shared power to dispose or direct the disposition: 0 C. Hill Path H 1. Sole power to vote or direct vote: 1,334,162 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,334,162 4. Shared power to dispose or direct the disposition: 0 D. Hill Path E 1. Sole power to vote or direct vote: 6,109,961 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 6,109,961 4. Shared power to dispose or direct the disposition: 0 E. Hill Path E2 1. Sole power to vote or direct vote: 402,017 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 402,017 4. Shared power to dispose or direct the disposition: 0 F. Hill Path S 1. Sole power to vote or direct vote: 83,900 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 83,900 4. Shared power to dispose or direct the disposition: 0 G. HEP Fund 1. Sole power to vote or direct vote: 10,518,006 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 10,518,006 4. Shared power to dispose or direct the disposition: 0 H. HM Fund 1. Sole power to vote or direct vote: 2,695,994 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,695,994 4. Shared power to dispose or direct the disposition: 0 I. HAT Fund 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 0 J. HAT Fund II 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 0 K. Hill Path GP 1. Sole power to vote or direct vote: 7,395,428 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 7,395,428 4. Shared power to dispose or direct the disposition: 0 L. Hill Path E GP 1. Sole power to vote or direct vote: 6,511,978 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 6,511,978 4. Shared power to dispose or direct the disposition: 0 M. Hill Path S GP 1. Sole power to vote or direct vote: 83,900 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 83,900 4. Shared power to dispose or direct the disposition: 0 N. HE GP 1. Sole power to vote or direct vote: 10,518,006 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 10,518,006 4. Shared power to dispose or direct the disposition: 0 O. HM GP 1. Sole power to vote or direct vote: 2,695,994 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,695,994 4. Shared power to dispose or direct the disposition: 0 P. Hill Path Investment Holdings 1. Sole power to vote or direct vote: 27,205,306 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 27,205,306 4. Shared power to dispose or direct the disposition: 0 Q. Hill Path 1. Sole power to vote or direct vote: 27,205,306 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 27,205,306 4. Shared power to dispose or direct the disposition: 0 R. Hill Path Holdings 1. Sole power to vote or direct vote: 27,205,306 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 27,205,306 4. Shared power to dispose or direct the disposition: 0 S. Mr. Ross 1. Sole power to vote or direct vote: 27,264,596 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 27,264,596 4. Shared power to dispose or direct the disposition: 0 T. Mr. Chambers 1. Sole power to vote or direct vote: 23,137 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 23,137 4. Shared power to dispose or direct the disposition: 0 Item 5(c) is hereby amended and restated to read as follows: Other than as set forth in Item 6, the Reporting Persons have not entered into any transactions in the securities of the Issuer during the past sixty days. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. Item 6 is hereby amended to add the following: On December 31, 2024, Mr. Ross was granted 1,676 restricted stock units ("RSUs") pursuant to the Issuer's 2017 Omnibus Incentive Plan (the "Incentive Plan"), which vested immediately. On March 31, 2025, Mr. Ross was granted 2,024 RSUs pursuant to the Incentive Plan, which vested immediately. On June 13, 2025, Mr. Ross was granted 5,358 RSUs pursuant to the Incentive Plan, which vest 100% on the day before the Issuer's 2026 Annual Meeting of Stockholders. On December 31, 2024, Mr. Chambers was granted 916 RSUs pursuant to the Incentive Plan, which vested immediately. On March 31, 2025, Mr. Chambers was granted 1,106 RSUs pursuant to the Incentive Plan, which vested immediately. On June 13, 2025, Mr. Chambers was granted 5,358 deferred stock units pursuant to the Incentive Plan, which vest 100% on the day before the Issuer's 2026 Annual Meeting of Stockholders (the Shares subject to these units will be issued to Mr. Chambers three months after his "separation from service" as a director of the Issuer). Hill Path Capital Partners LP /s/ Scott Ross Scott Ross, Managing Partner 06/18/2025 Hill Path Capital Co-Investment Partners LP /s/ Scott Ross Scott Ross, Managing Partner of Hill Path Capital LP, its Investment Manager 06/18/2025 Hill Path Capital Partners-H LP /s/ Scott Ross Scott Ross, Managing Partner of Hill Path Capital LP, its Investment Manager 06/18/2025 Hill Path Capital Partners Co-Investment E LP /s/ Scott Ross Scott Ross, Managing Partner of Hill Path Capital LP, its Investment Manager 06/18/2025 Hill Path Capital Partners Co-Investment E2 LP /s/ Scott Ross Scott Ross, Managing Partner of Hill Path Capital LP, its Investment Manager 06/18/2025 Hill Path Capital Partners Co-Investment S LP /s/ Scott Ross Scott Ross, Managing Partner of Hill Path Capital LP, its Investment Manager 06/18/2025 HEP Fund LP /s/ Scott Ross Scott Ross, Managing Partner of Hill Path Capital LP, its Investment Manager 06/18/2025 HM Fund LP /s/ Scott Ross Scott Ross, Managing Partner of Hill Path Capital LP, its Investment Manager 06/18/2025 HAT Fund LP /s/ Scott Ross Scott Ross, Managing Partner of Hill Path Capital LP, its Investment Manager 06/18/2025 HAT Fund II LP /s/ Scott Ross Scott Ross, Managing Partner of Hill Path Capital LP, its Investment Manager 06/18/2025 Hill Path Capital Partners GP LLC /s/ Scott Ross Scott Ross, Managing Partner of Hill Path Capital LLC, its Managing Member 06/18/2025 Hill Path Capital Partners E GP LLC /s/ Scott Ross Scott Ross, Managing Partner of Hill Path Capital LLC, its Managing Member 06/18/2025 Hill Path Capital Partners S GP LLC /s/ Scott Ross Scott Ross, Managing Partner of Hill Path Capital LLC, its Managing Member 06/18/2025 HE GP LLC /s/ Scott Ross Scott Ross, Managing Partner of Hill Path Capital LLC, its Managing Member 06/18/2025 HM GP LLC /s/ Scott Ross Scott Ross, Managing Partner of Hill Path Capital LLC, its Managing Member 06/18/2025 Hill Path Investment Holdings LLC /s/ Scott Ross Scott Ross, Managing Partner 06/18/2025 Hill Path Capital LP /s/ Scott Ross Scott Ross, Managing Partner of Hill Path Capital LLC, its General Partner 06/18/2025 Hill Path Holdings LLC /s/ Scott Ross Scott Ross, Managing Partner 06/18/2025 ROSS SCOTT I /s/ Scott Ross Scott Ross 06/18/2025 CHAMBERS JAMES P. /s/ James P. Chambers James P. Chambers 06/18/2025