03/13/2026 | Press release | Distributed by Public on 03/13/2026 14:32
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Hill Path D Fund LP 150 EAST 58TH STREET 33RD FLOOR NEW YORK, NY 10155 |
SEE EXPLANATION OF RESPONSES | |||
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HP D GP LLC 150 EAST 58TH STREET 33RD FLOOR NEW YORK, NY 10155 |
SEE EXPLANATION OF RESPONSES | |||
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Hill Path G Fund LP 150 EAST 58TH STREET 33RD FLOOR NEW YORK, NY 10155 |
SEE EXPLANATION OF RESPONSES | |||
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HP G GP LLC 150 EAST 58TH STREET 33RD FLOOR NEW YORK, NY 10155 |
SEE EXPLANATION OF RESPONSES | |||
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Hill Path J Fund LP 150 EAST 58TH STREET 33RD FLOOR NEW YORK, NY 10155 |
SEE EXPLANATION OF RESPONSES | |||
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HP J GP LLC 150 EAST 58TH STREET 33RD FLOOR NEW YORK, NY 10155 |
SEE EXPLANATION OF RESPONSES | |||
| Hill Path D Fund LP, By: Hill Path Capital LP, By: /s/ Scott Ross, Managing Partner | 03/13/2026 | |
| **Signature of Reporting Person | Date | |
| HP D GP LLC, By: Hill Path Investment Holdings II LLC, By: /s/ Scott Ross, Managing Partner | 03/13/2026 | |
| **Signature of Reporting Person | Date | |
| Hill Path G Fund LP, By: Hill Path Capital LP, By: /s/ Scott Ross, Managing Partner | 03/13/2026 | |
| **Signature of Reporting Person | Date | |
| HP G GP LLC, By: Hill Path Investment Holdings II LLC, By: /s/ Scott Ross, Managing Partner | 03/13/2026 | |
| **Signature of Reporting Person | Date | |
| Hill Path J Fund LP, By: Hill Path Capital LP, By: /s/ Scott Ross, Managing Partner | 03/13/2026 | |
| **Signature of Reporting Person | Date | |
| HP J GP LLC, By: Hill Path Investment Holdings II LLC, By: /s/ Scott Ross, Managing Partner | 03/13/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | This Form 4 is filed jointly by Hill Path Capital Partners LP ("Hill Path Capital"), Hill Path Capital Partners II LP ("Hill Path Capital II"), Hill Path Co-Investment Partners LP ("Hill Path Co-Investment"), Hill Path D Fund LP ("Hill Path D Fund"), Hill Path G Fund LP ("Hill Path G Fund"), Hill Path J Fund LP ("Hill Path J Fund"), Hill Path Capital Partners GP LLC ("Hill Path GP"), Hill Path Capital Partners II GP LLC ("Hill Path GP II"), HP D GP LLC ("HP D GP"), HP G GP LLC ("HP G GP"), HP J GP LLC ("HP J GP"), Hill Path Investment Holdings LLC ("Hill Path Investment Holdings"), Hill Path Investment Holdings II LLC ("Hill Path Investment Holdings II"), Hill Path Capital LP ("Hill Path"), Hill Path Holdings LLC ("Hill Path Holdings") and Scott Ross ("Mr. Ross," and collectively with the aforementioned entities, the "Reporting Persons"). |
| (2) | To enable the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock (the "Common Stock"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| (3) | Represents restricted stock units granted to Mr. Ross under the Dave & Buster's Entertainment, Inc. 2025 Omnibus Incentive Plan (the "Plan"). The restricted stock units will vest on January 27, 2027. |
| (4) | Represents restricted stock units granted to Mr. Ross under the Plan. The restricted stock units will vest on February 5, 2027. |
| (5) | Shares of Common Stock owned directly by Hill Path D Fund. HP D GP, as the general partner of Hill Path D Fund, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path D Fund. Hill Path Investment Holdings II, as the managing member of HP D GP, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path D Fund. Hill Path, as the investment manager of Hill Path D Fund, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path D Fund. Hill Path Holdings, as the general partner of Hill Path, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path D Fund. Mr. Ross, as the managing partner of each of Hill Path Investment Holdings II, Hill Path and Hill Path Holdings, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path D Fund. |
| (6) | Shares of Common Stock owned directly by Hill Path G Fund. HP G GP, as the general partner of Hill Path G Fund, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path G Fund. Hill Path Investment Holdings II, as the managing member of HP G GP, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path G Fund. Hill Path, as the investment manager of Hill Path G Fund, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path G Fund. Hill Path Holdings, as the general partner of Hill Path, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path G Fund. Mr. Ross, as the managing partner of each of Hill Path Investment Holdings II, Hill Path and Hill Path Holdings, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path G Fund. |
| (7) | Shares of Common Stock owned directly by Hill Path J Fund. HP J GP, as the general partner of Hill Path J Fund, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path J Fund. Hill Path Investment Holdings II, as the managing member of HP J GP, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path J Fund. Hill Path, as the investment manager of Hill Path J Fund, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path J Fund. Hill Path Holdings, as the general partner of Hill Path, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path J Fund. Mr. Ross, as the managing partner of each of Hill Path Investment Holdings II, Hill Path and Hill Path Holdings, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path J Fund. |
| (8) | Shares of Common Stock owned directly by Hill Path Capital. Hill Path GP, as the general partner of Hill Path Capital, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Capital. Hill Path Investment Holdings, as the managing member of Hill Path GP, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Capital. Hill Path, as the investment manager of Hill Path Capital, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Capital. Hill Path Holdings, as the general partner of Hill Path, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Capital. 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 shares of Common Stock owned directly by Hill Path Capital. |
| (9) | Shares of Common Stock owned directly by Hill Path Capital II. Hill Path GP II, as the general partner of Hill Path Capital II, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Capital II. Hill Path Investment Holdings II, as the managing member of Hill Path GP II, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Capital II. Hill Path, as the investment manager of Hill Path Capital II, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Capital II. Hill Path Holdings, as the general partner of Hill Path, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Capital II. Mr. Ross, as the managing partner of each of Hill Path Investment Holdings II, Hill Path and Hill Path Holdings, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Capital II. |
| (10) | Shares of Common Stock owned directly by Hill Path Co-Investment. Hill Path GP, as the general partner of Hill Path Co-Investment, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Co-Investment. Hill Path Investment Holdings, as the managing member of Hill Path GP, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Co-Investment. Hill Path, as the investment manager of Hill Path Co-Investment, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Co-Investment. Hill Path Holdings, as the general partner of Hill Path, may be deemed to beneficially own the shares of Common Stock owned directly by Hill Path Co-Investment. 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 shares of Common Stock owned directly by Hill Path Co-Investment. |