[SCHEDULE 13D/A] United Parks & Resorts Inc. SEC Filing

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SCHEDULE 13D/A

07/02/2025 - 04:12 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 21)

United Parks & Resorts Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

81282V100

(CUSIP Number)

SCOTT ROSS
HILL PATH CAPITAL LP, 150 East 58th Street, 33rd Floor
New York, NY, 10155
212-632-5420

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/30/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on 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).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, par value $0.01 per share

(b)

Name of Issuer:

United Parks & Resorts Inc.

(c)

Address of Issuer's Principal Executive Offices:

6240 SEA HARBOR DRIVE, ORLANDO, FLORIDA , 32821.

Item 2.

Identity and Background

(a)

Item 2(a) is hereby amended and supplemented to add Aayushi Dalal as a "Reporting Person" for purposes of Schedule 13D. Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint statement on Schedule 13D.

(b)

Item 2(b) is hereby amended and supplemented to add the following: The address of the principal business of Ms. Dalal is 150 East 58th Street, 33rd Floor New York, New York 10155.

(c)

Item 2(c) is hereby amended and supplemented to add the following: The principal occupation of Ms. Dalal is serving as a Vice President at Hill Path. Ms. Dalal is also a member of the Board of Directors of the Issuer.

(d)

Item 2(d) is hereby amended and supplemented to add the following: Ms. Dalal has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

Item 2(e) is hereby amended and supplemented to add the following: Ms. Dalal has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

Ms. Dalal is a citizen of India.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 is hereby amended to add the following: The 61,270 Shares beneficially owned directly by Mr. Ross were awarded to him in his capacity as a director of the Issuer. The 24,219 Shares beneficially owned directly by Mr. Chambers were awarded to him in his capacity as a director of the Issuer. The 54 Shares beneficially owned directly by Ms. Dalal were awarded to her in her capacity as a director of the Issuer.

Item 5.

Interest in Securities of the Issuer

(a)

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 61,270 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 24,219 Shares. Percentage: Less than 1% U. Ms. Dalal As of the close of business on the date hereof, Ms. Dalal beneficially owned 54 Shares. Percentage: Less than 1%

(b)

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: 27,266,576 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 27,266,576 4. Shared power to dispose or direct the disposition: 0 T. Mr. Chambers 1. Sole power to vote or direct vote: 24,219 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 24,219 4. Shared power to dispose or direct the disposition: 0 U. Ms. Dalal 1. Sole power to vote or direct vote: 54 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 54 4. Shared power to dispose or direct the disposition: 0

(c)

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.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 is hereby amended to add the following: On June 30, 2025, Mr. Ross was granted 1,980 restricted stock units ("RSUs") pursuant to the Issuer's 2017 Omnibus Incentive Plan (the "Incentive Plan"), which vested immediately. On June 30, 2025, Mr. Chambers was granted 1,082 RSUs pursuant to the Incentive Plan, which vested immediately. On June 13, 2025, Ms. Dalal 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 June 30, 2025, Ms. Dalal was granted 54 RSUs and 54 deferred stock units ("DSUs"), which vested immediately (the Shares subject to the DSUs will be issued to Ms. Dalal three months after her "separation from service" as a director of the Issuer). On July 2, 2025, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit: 99.1 - Joint Filing Agreement by and among the Reporting Persons, dated July 2, 2025.

SIGNATURE

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

Hill Path Capital Partners LP

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner
Date:	07/02/2025

Hill Path Capital Co-Investment Partners LP

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner of Hill Path Capital LP, its Investment Manager
Date:	07/02/2025

Hill Path Capital Partners-H LP

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner of Hill Path Capital LP, its Investment Manager
Date:	07/02/2025

Hill Path Capital Partners Co-Investment E LP

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner of Hill Path Capital LP, its Investment Manager
Date:	07/02/2025

Hill Path Capital Partners Co-Investment E2 LP

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner of Hill Path Capital LP, its Investment Manager
Date:	07/02/2025

Hill Path Capital Partners Co-Investment S LP

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner of Hill Path Capital LP, its Investment Manager
Date:	07/02/2025

HEP Fund LP

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner of Hill Path Capital LP, its Investment Manager
Date:	07/02/2025

HM Fund LP

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner of Hill Path Capital LP, its Investment Manager
Date:	07/02/2025

HAT Fund LP

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner of Hill Path Capital LP, its Investment Manager
Date:	07/02/2025

HAT Fund II LP

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner of Hill Path Capital LP, its Investment Manager
Date:	07/02/2025

Hill Path Capital Partners GP LLC

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner of Hill Path Capital LLC, its Managing Member
Date:	07/02/2025

Hill Path Capital Partners E GP LLC

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner of Hill Path Capital LLC, its Managing Member
Date:	07/02/2025

Hill Path Capital Partners S GP LLC

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner of Hill Path Capital LLC, its Managing Member
Date:	07/02/2025

HE GP LLC

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner of Hill Path Capital LLC, its Managing Member
Date:	07/02/2025

HM GP LLC

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner of Hill Path Capital LLC, its Managing Member
Date:	07/02/2025

Hill Path Investment Holdings LLC

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner
Date:	07/02/2025

Hill Path Capital LP

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner of Hill Path Capital LLC, its General Partner
Date:	07/02/2025

Hill Path Holdings LLC

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross, Managing Partner
Date:	07/02/2025

ROSS SCOTT I

Signature:	/s/ Scott Ross
Name/Title:	Scott Ross
Date:	07/02/2025

CHAMBERS JAMES P.

Signature:	/s/ James P. Chambers
Name/Title:	James P. Chambers
Date:	07/02/2025

Dalal Aayushi

Signature:	/s/ Aayushi Dalal
Name/Title:	Aayushi Dalal
Date:	07/02/2025

Source: View Original Filing on SEC EDGAR

[SCHEDULE 13D/A] United Parks & Resorts Inc. SEC Filing

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