SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 

Six Flags Entertainment Corporation

(Name of Issuer)
 

Common Stock, $0.025 par value per share

(Title of Class of Securities)
 

83001A102

(CUSIP Number)
 

December 31, 2023

(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 7 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 83001A10213G/APage 2 of 7 Pages

 

1

NAME OF REPORTING PERSON

 

Thunderbird Partners LLP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

4,030,075

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

4,030,075

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,030,075

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.82%

12

TYPE OF REPORTING PERSON

PN

         

 

 

 

CUSIP No. 83001A10213G/APage 3 of 7 Pages

 

1

NAME OF REPORTING PERSON

 

David Fear

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

4,030,075

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

4,030,075

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,030,075

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.82%

12

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 83001A10213G/APage 4 of 7 Pages

 

Item 1(a). Name of Issuer.
   
  Six Flags Entertainment Corporation (the "Issuer")

 

Item 1(b). Address of Issuer's Principal Executive Offices.
   
 

1000 Ballpark Way Suite 400

Arlington, TX 76011

 

Item 2(a). Name of Person Filing.
   
  This statement is filed by:

 

  (i)

Thunderbird Partners LLP (the "Investment Manager"), a United Kingdom limited liability partnership, and the investment manager to certain funds (the "Thunderbird Funds"), with respect to the shares of Common Stock (as defined in Item 2(d) below) directly held by the Thunderbird Funds; and

 

  (ii) Mr. David Fear ("Mr. Fear"), the sole member of the Investment Manager with respect to the shares of Common Stock directly held by the Thunderbird Funds.

 

  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
   
  The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Common Stock reported herein.  

 

Item 2(b). Address of Principal Business Office.
   
 

Thunderbird Partners LLP

110 Park Street

London, United Kingdom W1K6NX

 

David Fear

c/o Thunderbird Partners LLP

110 Park Street

London, United Kingdom W1K6NX

 

Item 2(c). Place of Organization.
   
 

Investment Manager – United Kingdom

Mr. Fear – Canada

 

Item 2(d). Title of Class of Securities.
   
  Common stock, $0.025 par value per share (the "Common Stock")

 

 

CUSIP No. 83001A10213G/APage 5 of 7 Pages

 

Item 2(e). CUSIP Number.
   
  83001A102

 

Item 3. If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b), or (c), check whether the Person Filing is a:

 

  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  (e) ¨ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 

  (g) o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

  (j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
  specify the type of institution:  

 

Item 4. Ownership.
   
  The information required by Items 4(a) – (c)  is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each  Reporting Person.  
   
  The percentages set forth herein are calculated based upon 83,537,017 shares of Common Stock outstanding as of November 6, 2023 as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended October 1, 2023, filed with the Securities and Exchange Commission on November 13, 2023.

 

CUSIP No. 83001A10213G/APage 6 of 7 Pages

 

Item 5. Ownership of Five Percent or Less of a Class.
   
  If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following:  ý

 

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
   
  See Item 2.  The Thunderbird Funds have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock reported herein.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   
  Not applicable.

 

Item 8. Identification and Classification of Members of the Group.
   
  Not applicable.

 

Item 9. Notice of Dissolution of Group.
   
  Not applicable.

 

Item 10. Certification.
   
  By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

CUSIP No. 83001A10213G/APage 7 of 7 Pages

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date:  February 12, 2024  
   
  THUNDERBIRD PARTNERS LLP
   
   
  By: /s/ David Fear
  Name:  David Fear   
  Title:    Sole Member
   
   
   
   
  /s/ David Fear
  DAVID FEAR

 

 

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