Hp D Gp Llc - Apr 25, 2022 Form 3 Insider Report for Dave & Buster's Entertainment, Inc. (PLAY)

Role
Other*
Signature
HP D GP LLC, By: Hill Path Investment Holdings II LLC, By: /s/ Scott Ross, Managing Partner
Stock symbol
PLAY
Transactions as of
Apr 25, 2022
Transactions value $
$0
Form type
3
Date filed
5/2/2022, 08:26 PM

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding PLAY Cash-Settled Total Return Swap Apr 25, 2022 Common Stock 21.9K Direct F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 HP D GP LLC (the "Reporting Person") may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. The Reporting Person disclaims beneficial ownership of the securities of the Issuer owned by the other members of the Section 13(d) group and this report shall not be deemed an admission that it is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F2 The Reporting Person is the general partner of Hill Path D Fund LP ("Hill Path D"), which entered into a cash-settled total return swap agreement with an unaffiliated third party financial institution as the counterparty (the "Swap") that established economic exposure to 21,892 notional shares of the Issuer's Common Stock (the "Subject Shares") as of April 25, 2022. The Swap provides Hill Path D with economic results that are comparable to the economic results of ownership but does not provide Hill Path D or the Reporting Person with the power to vote or direct the voting or dispose of or direct the disposition of the Subject Shares. The reported securities were acquired in compliance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
F3 Securities owned directly by Hill Path D. The Reporting Person, as the general partner of Hill Path D, may be deemed to beneficially own the securities owned directly by Hill Path D. Hill Path Investment Holdings II LLC, as the managing member of the Reporting Person, may be deemed to beneficially own the securities owned directly by Hill Path D. Hill Path Capital LP, as the investment manager of Hill Path D, may be deemed to beneficially own the securities owned directly by Hill Path D. Hill Path Holdings LLC, as the general partner of Hill Path Capital LP, may be deemed to beneficially own the securities owned directly by Hill Path D. Mr. Ross, as the managing partner of each of Hill Path Investment Holdings II LLC, Hill Path Capital LP and Hill Path Holdings LLC, may be deemed to beneficially own the securities owned directly by Hill Path D.
F4 The termination date of the Swaps will be automatically extended by thirty-six months unless the counterparty elects not to so extend the termination date at least one year prior thereto.