Sec Form 13D Filing - Hill Path Capital LP filing for Dave & Buster's Entertainment, Inc. (PLAY) - 2025-02-03

Item 4 is hereby amended to add the following:On January 30, 2025, the Issuer, James Chambers, Scott I. Ross and Hill Path entered into a Letter Agreement (the "Letter Agreement").Pursuant to the Letter Agreement, the Issuer agreed that the board of directors (the "Board") would appoint Scott I. Ross of Hill Path (the "Designee", and together with James Chambers, the "Designees") to the Board effective January 30, 2025, and to nominate the Designees for election to the Board at its 2025 annual stockholder meeting (the "2025 Annual Meeting").Under the Letter Agreement, Hill Path agreed to vote its shares at the 2025 Annual Meeting (i) in favor of the Issuer's director nominees, (ii) in a manner consistent with the recommendations of the Board with respect to the approval of the Issuer's proposals regarding (a) the omnibus incentive plan, (b) executive compensation, and (c) the appointment of the Board's recommended independent auditor, and (iii) against any third-party nominations or proposals not recommended by the Board. In connection with the foregoing, until the end of the 2025 Annual Meeting, Hill Path agreed not to transfer any voting rights in respect of any of its shares unless and until it transfers beneficial ownership of such shares.The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

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 38,502,886 Shares outstanding, as of December 6, 2024, 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 December 10, 2024.A. Hill Path CapitalAs of the close of business on the date hereof, Hill Path Capital beneficially owned directly 2,095,246 Shares.Percentage: Approximately 5.4%B. Hill Path Capital IIAs of the close of business on the date hereof, Hill Path Capital II beneficially owned directly 2,869,527 Shares.Percentage: Approximately 7.5%C. Hill Path Co-InvestmentAs of the close of business on the date hereof, Hill Path Co-Investment beneficially owned directly 53,231 Shares.Percentage: Less than 1%D. Hill Path DAs of the close of business on the date hereof, Hill Path D beneficially owned directly 156,760 Shares.Percentage: Less than 1%E. Hill Path GAs of the close of business on the date hereof, Hill Path G beneficially owned directly 1,293,990 Shares.Percentage: Approximately 3.4%F. Hill Path JAs of the close of business on the date hereof, Hill Path J beneficially owned directly 650,501 Shares.Percentage: Approximately 1.7%G. Hill Path GPHill Path GP, as the general partner of each of Hill Path Capital and Hill Path Co-Investment, may be deemed the beneficial owner of the (i) 2,095,246 Shares owned by Hill Path Capital and (ii) 53,231 Shares owned by Hill Path Co-Investment.Percentage: Approximately 5.6%H. Hill Path GP IIHill Path GP II, as the general partner of Hill Path Capital II, may be deemed the beneficial owner of the 2,869,527 Shares owned by Hill Path Capital II.Percentage: Approximately 7.5%I. HP D GPHP D GP, as the general partner of Hill Path D, may be deemed the beneficial owner of the 156,760 Shares owned by Hill Path D.Percentage: Less than 1%J. HP G GPHP G GP, as the general partner of Hill Path G, may be deemed the beneficial owner of the 1,293,990 Shares owned by Hill Path G.Percentage: Approximately 3.4%K. HP J GPHP J GP, as the general partner of Hill Path J, may be deemed the beneficial owner of the 650,501 Shares owned by Hill Path J.Percentage: Approximately 1.7%L. Hill Path Investment HoldingsHill Path Investment Holdings, as the managing member of Hill Path GP, may be deemed the beneficial owner of the (i) 2,095,246 Shares owned by Hill Path Capital and (ii) 53,231 Shares owned by Hill Path Co-Investment.Percentage: Approximately 5.6%M. Hill Path Investment Holdings IIHill Path Investment Holdings II, as the managing member of each of Hill Path GP II, HP D GP, HP G GP and HP J GP, may be deemed the beneficial owner of the (i) 2,869,527 Shares owned by Hill Path Capital II, (ii) 156,760 Shares owned by Hill Path D, (iii) 1,293,990 Shares owned by Hill Path G and (iv) 650,501 Shares owned by Hill Path J.Percentage: Approximately 12.9%N. Hill PathHill Path, as the investment manager of each of Hill Path Capital, Hill Path Capital II, Hill Path Co-Investment, Hill Path D, Hill Path G and Hill Path J, may be deemed the beneficial owner of the (i) 2,095,246 Shares owned by Hill Path Capital, (ii) 2,869,527 Shares owned by Hill Path Capital II, (iii) 53,231 Shares owned by Hill Path Co-Investment, (iv) 156,760 Shares owned by Hill Path D, (v) 1,293,990 Shares owned by Hill Path G and (vi) 650,501 Shares owned by Hill Path J.Percentage: Approximately 18.5%O. Hill Path HoldingsHill Path Holdings, as the general partner of Hill Path, may be deemed the beneficial owner of the (i) 2,095,246 Shares owned by Hill Path Capital, (ii) 2,869,527 Shares owned by Hill Path Capital II, (iii) 53,231 Shares owned by Hill Path Co-Investment, (iv) 156,760 Shares owned by Hill Path D, (v) 1,293,990 Shares owned by Hill Path G and (vi) 650,501 Shares owned by Hill Path J.Percentage: Approximately 18.5%P. Mr. RossMr. Ross, as the managing partner of each of Hill Path Investment Holdings, Hill Path Investment Holdings II, Hill Path and Hill Path Holdings, may be deemed the beneficial owner of the (i) 2,095,246 Shares owned by Hill Path Capital, (ii) 2,869,527 Shares owned by Hill Path Capital II (iii) 53,231 Shares owned by Hill Path Co-Investment, (iv) 156,760 Shares owned by Hill Path D, (v) 1,293,990 Shares owned by Hill Path G and (vi) 650,501 Shares owned by Hill Path J.Percentage: Approximately 18.5%

Item 5(b) is hereby amended and restated to read as follows:A. Hill Path Capital1. Sole power to vote or direct vote: 2,095,2462. Shared power to vote or direct vote: 03. Sole power to dispose or direct the disposition: 2,095,2464. Shared power to dispose or direct the disposition: 0B. Hill Path Capital II1. Sole power to vote or direct vote: 2,869,5272. Shared power to vote or direct vote: 03. Sole power to dispose or direct the disposition: 2,869,5274. Shared power to dispose or direct the disposition: 0C. Hill Path Co-Investment1. Sole power to vote or direct vote: 53,2312. Shared power to vote or direct vote: 03. Sole power to dispose or direct the disposition: 53,2314. Shared power to dispose or direct the disposition: 0D. Hill Path D1. Sole power to vote or direct vote: 156,7602. Shared power to vote or direct vote: 03. Sole power to dispose or direct the disposition: 156,7604. Shared power to dispose or direct the disposition: 0E. Hill Path G1. Sole power to vote or direct vote: 1,293,9902. Shared power to vote or direct vote: 03. Sole power to dispose or direct the disposition: 1,293,9904. Shared power to dispose or direct the disposition: 0F. Hill Path J1. Sole power to vote or direct vote: 650,5012. Shared power to vote or direct vote: 03. Sole power to dispose or direct the disposition: 650,5014. Shared power to dispose or direct the disposition: 0G. Hill Path GP1. Sole power to vote or direct vote: 2,148,4772. Shared power to vote or direct vote: 03. Sole power to dispose or direct the disposition: 2,148,4774. Shared power to dispose or direct the disposition: 0H. Hill Path GP II1. Sole power to vote or direct vote: 2,869,5272. Shared power to vote or direct vote: 03. Sole power to dispose or direct the disposition: 2,869,5274. Shared power to dispose or direct the disposition: 0I. HP D GP1. Sole power to vote or direct vote: 156,7602. Shared power to vote or direct vote: 03. Sole power to dispose or direct the disposition: 156,7604. Shared power to dispose or direct the disposition: 0J. HP G GP1. Sole power to vote or direct vote: 1,293,9902. Shared power to vote or direct vote: 03. Sole power to dispose or direct the disposition: 1,293,9904. Shared power to dispose or direct the disposition: 0K. HP J GP1. Sole power to vote or direct vote: 650,5012. Shared power to vote or direct vote: 03. Sole power to dispose or direct the disposition: 650,5014. Shared power to dispose or direct the disposition: 0L. Hill Path Investment Holdings1. Sole power to vote or direct vote: 2,148,4772. Shared power to vote or direct vote: 03. Sole power to dispose or direct the disposition: 2,148,4774. Shared power to dispose or direct the disposition: 0M. Hill Path Investment Holdings II1. Sole power to vote or direct vote: 4,970,7782. Shared power to vote or direct vote: 03. Sole power to dispose or direct the disposition: 4,970,7784. Shared power to dispose or direct the disposition: 0N. Hill Path1. Sole power to vote or direct vote: 7,119,2552. Shared power to vote or direct vote: 03. Sole power to dispose or direct the disposition: 7,119,2554. Shared power to dispose or direct the disposition: 0O. Hill Path Holdings1. Sole power to vote or direct vote: 7,119,2552. Shared power to vote or direct vote: 03. Sole power to dispose or direct the disposition: 7,119,2554. Shared power to dispose or direct the disposition: 0P. Mr. Ross1. Sole power to vote or direct vote: 7,119,2552. Shared power to vote or direct vote: 03. Sole power to dispose or direct the disposition: 7,119,2554. Shared power to dispose or direct the disposition: 0The 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 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 5(c) is hereby amended and restated to read as follows:None of the Reporting Persons has entered into any transactions in the securities of the Issuer during the past sixty days.

Item 6 is hereby amended to add the following:On January 30, 2025, Hill Path, James Chambers, Scott I. Ross and the Issuer entered into the Letter Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

Item 7 is hereby amended to add the following exhibit:99.1 - Letter Agreement, dated January 30, 2025, among Dave & Buster's Entertainment, Inc., James Chambers, Scott I. Ross and Hill Path Capital LP.