Hill Path D Fund LP - Apr 25, 2022 Form 3 Insider Report for Dave & Buster's Entertainment, Inc. (PLAY)

Role: Other*
Signature: Hill Path D Fund LP, By: Hill Path Capital LP, By: /s/ Scott Ross, Managing Partner
Stock symbol: PLAY
Transactions as of: Apr 25, 2022
Transactions value $: $0
Form type: 3
Date filed: 4/27/2022, 07:59 PM
Next filing: May 2, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	PLAY	Cash-Settled Total Return Swap							Apr 25, 2022	Common Stock	21.9K		Direct	F1, F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Hill Path D Fund LP (the "Reporting Person") may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. The Reporting Person disclaims beneficial ownership of the securities of the Issuer owned by the other members of the Section 13(d) group and this report shall not be deemed an admission that it is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F2	The Reporting Person entered into a cash-settled total return swap agreement with an unaffiliated third party financial institution as the counterparty (the "Swap") that established economic exposure to 21,892 notional shares of the Issuer's Common Stock (the "Subject Shares") as of April 25, 2022. The Swap provides the Reporting Person with economic results that are comparable to the economic results of ownership but does not provide the Reporting Person with the power to vote or direct the voting or dispose of or direct the disposition of the Subject Shares.
F3	Securities owned directly by the Reporting Person. HP D GP LLC, as the general partner of the Reporting Person, may be deemed to beneficially own the securities owned directly by the Reporting Person. Hill Path Investment Holdings II LLC, as the managing member of HP D GP LLC, may be deemed to beneficially own the securities owned directly by the Reporting Person. Hill Path Capital LP, as the investment manager of the Reporting Person, may be deemed to beneficially own the securities owned directly by the Reporting Person. Hill Path Holdings LLC, as the general partner of Hill Path Capital LP, may be deemed to beneficially own the securities owned directly by the Reporting Person. Mr. Ross, as the managing partner of each of Hill Path Investment Holdings II LLC, Hill Path Capital LP and Hill Path Holdings LLC, may be deemed to beneficially own the securities owned directly by the Reporting Person.
F4	The termination date of the Swaps will be automatically extended by thirty-six months unless the counterparty elects not to so extend the termination date at least one year prior thereto.