SEC Form 4 · accession 0000701374-15-000021
Six Flags Entertainment Corp · SIX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Reid-Anderson
Officer — Chairman, President & CEO
Period of report
Feb 18, 2015
Accepted (ET)
Feb 20, 2015 · 6:10 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000701374
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.025 per shareF1,F2 | Feb 18, 2015 | S | 43,060 | $46.2691 | D | 3,123,488 | D | |
| Common Stock, par value $0.025 per shareF3 | Feb 18, 2015 | A | 526,125 | $0.00 | A | 3,649,613 | D | |
| Common Stock, par value $0.025 per shareF4 | Feb 18, 2015 | A | 57,940 | $0.00 | A | 3,707,553 | D | |
| Common Stock, par value $0.025 per shareF1,F5 | Feb 19, 2015 | S | 256,940 | $47.29 | D | 3,450,613 | D | |
| Common Stock, par value $0.025 per shareF4 | Feb 19, 2015 | A | 1,520 | $0.00 | A | 3,452,133 | D | |
| Common Stock, par value $0.025 per share | Feb 19, 2015 | M | 30,000 | $23.53 | A | 3,482,133 | D | |
| Common Stock, par value $0.025 per share | Feb 19, 2015 | M | 37,500 | $40.02 | A | 3,519,633 | D | |
| Common Stock, par value $0.025 per share | Feb 20, 2015 | M | 62,500 | $33.45 | A | 3,582,133 | D | |
| Common Stock, par value $0.025 per shareF4 | Feb 20, 2015 | A | 4,972 | $0.00 | A | 3,587,105 | D | |
| Common Stock, par value $0.025 per share | holding | — | — | — | 500,000 | I | By GRAT |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F6 | $47.60 | Feb 19, 2015 | A | 200,000 | A | — | Feb 19, 2025 | Common Stock, par value $.025 per share | 200,000 | 200,000 | D |
| Employee Stock Option (Right to Buy)F7 | $23.53 | Feb 19, 2015 | M | 30,000 | D | — | Feb 17, 2022 | Common Stock, par value $0.025 per share | 30,000 | 30,000 | D |
| Employee Stock Option (Right to Buy)F8 | $40.02 | Feb 19, 2015 | M | 37,500 | D | — | Feb 19, 2024 | Common Stock, par value $0.025 per share | 37,500 | 112,500 | D |
| Employee Stock Option (Right to Buy)F9 | $33.45 | Feb 20, 2015 | M | 62,500 | D | — | Feb 20, 2023 | Common Stock, par value $0.025 per share | 62,500 | 125,000 | D |
Explanation of responses
- F1The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by James Reid-Anderson.
- F2The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $46.25 to $46.36, inclusive. The reporting person undertakes to provide Issuer, any security holder of Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F3Reflects shares of stock earned for early achievement under the Issuer's Project 500 Performance Award.
- F4Grant of shares of common stock pursuant to dividend equivalent rights under Issuer's Long-Term Incentive Plan. The number of shares of common stock granted was based on the conversion of cash dividend equivalents accumulated.
- F5The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $46.25 to $48.01, inclusive. The reporting person undertakes to provide Issuer, any security holder of Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F6One-fourth of the options will vest on each of the first four anniversaries of February 19, 2015, if the reporting person has been continuously employed with the Issuer through such date, subject to accelerated vesting in certain events, including certain terminations or upon a change of control, or as provided for by the Compensation Committee of the Issuer's Board of Directors.
- F7Mr. Reid-Anderson was granted an option to purchase 120,000 shares (as adjusted for stock split) on February 17, 2012, which vests 25% on each of the first four anniversaries of the grant date if the reporting person has been continuously employed with the Issuer through such date, subject to accelerated vesting in certain events, including certain terminations or upon a change in control, or as provided for by the Compensation Committee of the Issuer's Board of Directors.
- F8Mr. Reid-Anderson was granted an option to purchase 150,000 shares on February 19, 2014, which vests 25% on each of the first four anniversaries of the grant date if the reporting person has been continuously employed with the Issuer through such date, subject to accelerated vesting in certain events, including certain terminations or upon a change in control, or as provided for by the Compensation Committee of the Issuer's Board of Directors.
- F9Mr. Reid-Anderson was granted an option to purchase 250,000 shares (as adjusted for stock split) on February 20, 2013, which vests 25% on each of the first four anniversaries of the grant date if the reportingperson has been continuously employed with the Issuer through such date, subject to accelerated vesting in certain events, including certain terminations or upon a change in control, or as provided for by theCompensation Committee of the Issuer's Board of Directors.