Edgar Filing: CEDAR FAIR L P

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Q Funding III, L.P.

2. Issuer Name and Ticker or Trading Symbol
CEDAR FAIR L P [FUN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

301 COMMERCE STREET, SUITE 3200

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2011

(Street)

FORT WORTH, TX 76102

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Units Representing Limited Partner Interests	12/28/2011		S		8,609	D	$ 22.08	563,962	D ⁽¹⁾
Units Representing Limited Partner Interests	12/28/2011		S		53,786	D	$ 22.08	3,769,097	D ⁽³⁾
Units Representing Limited Partner Interests	12/28/2011		S		1,175	D	$ 22.08	77,000	D ⁽⁴⁾
Units Representing Limited Partner Interests	12/28/2011		S		36,430	D	$ 22.08	3,197,474	D ⁽⁵⁾
Units Representing Limited Partner Interests	12/29/2011		S		7,736	D	$ 21.75	556,226	D ⁽¹⁾
Units Representing Limited Partner Interests	12/29/2011		S		3,801	D	$ 21.75	1,165,664	D ⁽²⁾
Units Representing Limited Partner Interests	12/29/2011		S		51,676	D	$ 21.75	3,717,421	D ⁽³⁾
Units Representing Limited Partner Interests	12/29/2011		S		1,056	D	$ 21.75	75,944	D ⁽⁴⁾
Units Representing Limited Partner Interests	12/29/2011		S		36,831	D	$ 21.75	3,160,643	D ⁽⁵⁾
Units Representing Limited Partner Interests	12/30/2011		S		6,257	D	$ 21.63	549,969	D ⁽¹⁾
Units Representing Limited Partner Interests	12/30/2011		S		13,115	D	$ 21.63	1,152,549	D ⁽²⁾
Units Representing Limited Partner Interests	12/30/2011		S		42,644	D	$ 21.63	3,674,777	D ⁽³⁾
Units Representing Limited Partner Interests	12/30/2011		S		855	D	$ 21.63	75,089	D ⁽⁴⁾
Units Representing Limited Partner Interests	12/30/2011		S		36,029	D	$ 21.63	3,124,614	D ⁽⁵⁾

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)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Q Funding III, L.P. 301 COMMERCE STREET SUITE 3200 FORT WORTH, TX 76102		X
Prufrock Onshore, L.P. 301 COMMERCE STREET SUITE 3200 FORT WORTH, TX 76102		X
J Alfred Onshore, LLC 301 COMMERCE STREET SUITE 3200 FORT WORTH, TX 76102		X
Q4 Funding LP 301 COMMERCE STREET SUITE 3200 FORT WORTH, TX 76102		X
Star Spangled Sprockets, L.P. 301 COMMERCE STREET SUITE 3200 FORT WORTH, TX 76102		X
Excalibur Domestic, LLC 301 COMMERCE STREET SUITE 3200 FORT WORTH, TX 76102		X
Amalgamated Gadget, L.P. 301 COMMERCE STREET SUITE 3200 FORT WORTH, TX 76102		X
Acme Energized, L.P. 301 COMMERCE STREET, SUITE 3200 FORT WORTH, TX 76102		X
Scepter Holdings, Inc. 301 COMMERCE STREET SUITE 3200 FORT WORTH, TX 76102		X
RAYNOR GEOFFREY 301 COMMERCE STREET SUITE 3200 FORT WORTH, TX 76102		X

Signatures

Brandon Teague, Director of Trading for J Alfred Onshore, LLC, general partner of Prufrock Onshore, L.P., general partner of Q Funding III, L.P.		12/30/2011
^**Signature of Reporting Person		Date
Brandon Teague, Director of Trading for J Alfred Onshore, LLC, general partner of Prufrock Onshore, L.P.		12/30/2011
^**Signature of Reporting Person		Date
Brandon Teague, Director of Trading for J Alfred Onshore, LLC		12/30/2011
^**Signature of Reporting Person		Date
Brandon Teague, Director of Trading for Excalibur Domestic, LLC, general partner of Star Spangled Sprockets, L.P., general partner of Q4 Funding, L.P.		12/30/2011
^**Signature of Reporting Person		Date
Brandon Teague, Director of Trading for Excalibur Domestic, LLC, general partner of Star Spangled Sprockets, L.P.		12/30/2011
^**Signature of Reporting Person		Date
Brandon Teague, Director of Trading for Excalibur Domestic, LLC		12/30/2011
^**Signature of Reporting Person		Date
Brandon Teague, Director of Trading for Scepter Holdings, Inc., general partner of Amalgamated Gadget, L.P.		12/30/2011
^**Signature of Reporting Person		Date
Brandon Teague, Director of Trading for Scepter Holdings, Inc., general partner of Acme Energized, L.P.		12/30/2011
^**Signature of Reporting Person		Date
Brandon Teague, Director of Trading for Scepter Holdings, Inc.		12/30/2011
^**Signature of Reporting Person		Date
Brandon Teague, Attorney-in-Fact for Geoffrey P. Raynor		12/30/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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 transaction relates to the holdings of Q Funding III, L.P. ("Q3"). J Alfred Onshore, LLC ("J Alfred") is the general partner of Prufrock Onshore, L.P. ("Prufrock"), which is the general partner of Q3. Geoffrey P. Raynor ("Raynor") is the person who controls J Alfred. Pursuant to Rule 16a-l(a)(2)(ii)(B) under the Securities Exchange Act of 1934 (the "Act"), each of J Alfred, Prufrock and Raynor is deemed to be the beneficial owner of any positions beneficially owned by Q3 only to the extent of the greater of his or its respective direct or indirect interest.
(2)	This transaction relates to the holdings of Q4 Funding, L.P. ("Q4"). Excalibur Domestic, LLC ("Excalibur") is the general partner of Star Spangled Sprockets, L.P. ("Star"), which is the general partner of Q4. Raynor is the person who controls Excalibur. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Act, each of Excalibur, Star and Raynor is deemed to be the beneficial owner of any positions beneficially owned by Q4 only to the extent of the greater of his or its respective direct or indirect interest.
(3)	This transaction relates to the holdings of Amalgamated Gadget, L.P. ("Amalgamated") for and on behalf of R2-R4 PARQ, Inc. ("R2-R4") and/or R3 PARQ, Inc. ("R3"), pursuant to Investment Management Agreements with each of R2-R4 and R3. Pursuant to such Agreements, Amalgamated has sole voting and dispositive power of such Units, and R2-R4 and R3 have no beneficial ownership of such Units. This filing shall not be deemed an admission that Amalgamated is the beneficial owner of such Units for purposes of Section 16 of the Act. Scepter Holdings, Inc. ("Scepter") is the general partner of Amalgamated. Raynor is the sole shareholder of Scepter. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Act, each of Scepter and Raynor is deemed to be the beneficial owner of any positions beneficially owned by Amalgamated only to the extent of the greater of his or its respective direct or indirect interest.
(4)	This transaction relates to the holdings of Acme Energized, L.P. ("Acme"). Scepter is the general partner of Acme. Raynor is the sole shareholder of Scepter. Pursuant to Rule 16a-1(a)(2)(ii)(B) the Act, each of Scepter and Raynor is deemed to be the beneficial owner of any positions beneficially owned by Acme only to the extent of the greater of his or its respective direct or indirect interest.
(5)	This transaction relates to Raynor's personal holdings.

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