Sachem Head files joint Form 3 for Six Flags; swaps on 4,995,000
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
Sachem Head–affiliated reporting persons filed a joint Form 3 for Six Flags Entertainment Corporation (FUN). The filing lists indirect beneficial ownership of 5,030,000 shares of common stock. It also discloses three cash‑settled total return swaps referencing an aggregate 4,995,000 shares, each with an expiration date of 06/03/2027 and reference prices of $28.6892, $28.6115, and $29.0555.
Jonathan Brudnick is identified as a director of the issuer. The joint filers include Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC, and Scott D. Ferguson, who may be deemed directors by deputization. The reporting persons disclaim beneficial ownership of the subject securities except to the extent of any pecuniary interest, and state the swaps do not confer voting, investment, or dispositive power over Six Flags securities.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Brudnick Jonathan A., Ferguson Scott D., Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC
Role
Director | Director | Director | Director | Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Cash Settled Swap | -- | -- | -- |
| holding | Cash Settled Swap | -- | -- | -- |
| holding | Cash Settled Swap | -- | -- | -- |
| holding | Common Stock, par value $0.01 per share | -- | -- | -- |
Holdings After Transaction:
Cash Settled Swap — 2,209,648 shares (Indirect, See footnotes);
Common Stock, par value $0.01 per share — 5,030,000 shares (Indirect, See footnotes)
Footnotes (1)
- In addition to Jonathan Brudnick, this Form 3 is being filed jointly by Sachem Head Capital Management LP ("Sachem Head"), Uncas GP LLC ("SH Management"), Sachem Head GP LLC ("Sachem Head GP"), and Scott D. Ferguson, a citizen of the United States (Mr. Ferguson and, together with Sachem Head, SH Management, Sachem GP, and Mr. Brudnick, the "Reporting Persons"). Each of the Reporting Persons has the same business address as Mr. Brudnick and may be deemed to be the beneficial owner of certain of the securities reported on this Form 3 (the "Subject Securities") for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended. Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein. Includes securities directly owned by Sachem Head LP ("SH"), Sachem Head Master LP ("SHM"), and SH Stony Creek Master Ltd. ("Stony Creek Master" and, together with SH and SHM, the "Sachem Head Funds"). Each of Sachem Head, as the investment adviser to the Sachem Head Funds, SH Management, as the sole general partner of Sachem Head, and Scott D. Ferguson, as the managing partner of Sachem Head may be deemed to beneficially own the securities directly owned by the Sachem Head Funds. As the general partner of SH and SHM, Sachem Head GP may be deemed to beneficially own the securities directly owned by SH and SHM. The principal business of Sachem Head is to serve as investment advisor to certain affiliated funds, including the Sachem Head Funds. The principal business of SH Management is to serve as the sole general partner of Sachem Head. The principal business of Sachem Head GP is to serve as the general partner of certain affiliated funds, including SH and SHM. The principal occupation of Scott D. Ferguson is to serve as the managing partner of Sachem Head and the managing member of SH Management and Sachem Head GP. Jonathan Brudnick is a partner at Sachem Head and also serves on the board of directors of Six Flags Entertainment Corporation (the "Issuer"). As a result, the Reporting Persons other than Mr. Brudnick may be deemed directors of the Issuer by deputization. Under the cash-settled total return swaps referencing in the aggregate 4,995,000 shares of common stock (the "Cash Settled Swaps"), the respective Sachem Head Fund became a party to contracts with unaffiliated third party financial institutions pursuant to which a cash payment will be made by the counterparty to the respective Sachem Head Fund if the price of a share on the expiration date exceeds the reference price in column 4 and a cash payment will be made by the respective Sachem Head Fund to the counterparty if the price of a share on the expiration date is less than the reference price in column 4. The Cash Settled Swaps do not give any Reporting Person direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership of any Shares that may be referenced in the swap contracts or shares or other securities or financial instruments that may be held from time to time by any counterparty to the contracts.
FAQ
What did the Sachem Head group report in this Form 3 for FUN?
They reported indirect beneficial ownership of 5,030,000 shares of Six Flags common stock and disclosed cash‑settled swaps referencing 4,995,000 shares.
Who are the reporting persons named in the FUN Form 3?
The filing is joint by Jonathan Brudnick, Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC, and Scott D. Ferguson.
What relationships to the issuer are disclosed?
Jonathan Brudnick serves as a director. Others may be deemed directors by deputization.
What derivative positions were disclosed for FUN?
Three cash‑settled total return swaps referencing an aggregate 4,995,000 shares, expiring on 06/03/2027, with reference prices of $28.6892, $28.6115, and $29.0555.
Do the reporting persons claim full beneficial ownership of the subject securities?
No. They disclaim beneficial ownership except to the extent of any pecuniary interest.
Was the Form 3 filed by one person or jointly?
It was a joint filing by more than one reporting person.
Six Flags Entertainment Corporation