SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person* HP D GP LLC (Last) (First) (Middle) 150 EAST 58TH STREET, 32ND FLOOR (Street) NEW YORK NY 10155 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/25/2022	3. Issuer Name and Ticker or Trading Symbol Dave & Buster's Entertainment, Inc. [ PLAY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) SEE FOOTNOTE 1	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Cash-Settled Total Return Swap	(2)	04/09/2029(4)	Common Stock	21,892	(2)	D(1)(3)

Explanation of Responses:

1. HP D GP LLC (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.

2. The Reporting Person is the general partner of Hill Path D Fund LP ("Hill Path D"), which 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 Hill Path D with economic results that are comparable to the economic results of ownership but does not provide Hill Path D or the Reporting Person with the power to vote or direct the voting or dispose of or direct the disposition of the Subject Shares. The reported securities were acquired in compliance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

3. Securities owned directly by Hill Path D. The Reporting Person, as the general partner of Hill Path D, may be deemed to beneficially own the securities owned directly by Hill Path D. Hill Path Investment Holdings II LLC, as the managing member of the Reporting Person, may be deemed to beneficially own the securities owned directly by Hill Path D. Hill Path Capital LP, as the investment manager of Hill Path D, may be deemed to beneficially own the securities owned directly by Hill Path D. Hill Path Holdings LLC, as the general partner of Hill Path Capital LP, may be deemed to beneficially own the securities owned directly by Hill Path D. 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 Hill Path D.

4. 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.

	HP D GP LLC, By: Hill Path Investment Holdings II LLC, By: /s/ Scott Ross, Managing Partner	05/02/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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