Sec Form 3 Filing - DAVIDSON KEMPNER CAPITAL MANAGEMENT LP @ Party City Holdco Inc. - 2023-10-12

FORM 3 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 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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1. Name and Address of Reporting Person DAVIDSON KEMPNER CAPITAL MANAGEMENT LP 2. Issuer Name and Ticker or Trading Symbol Party City Holdco Inc. [ PRTYQ] 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) 520 MADISON AVENUE, 30TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/12/2023 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock, par value $0.01 per share 1,458,118 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DAVIDSON KEMPNER CAPITAL MANAGEMENT LP 520 MADISON AVENUE 30TH FLOOR NEW YORK, NY10022 X M.H. DAVIDSON & CO. 885 THIRD AVENUE SUITE 3300 NEW YORK, NY10022 X DAVIDSON KEMPNER PARTNERS C/O MHD MANAGEMENT CO. 520 MADISON AVENUE, 30TH FLOOR NEW YORK, NY10022 X DKIP (Cayman) Ltd II 520 MADISON AVENUE, 30TH FLOOR NEW YORK, NY10022 X DAVIDSON KEMPNER INSTITUTIONAL PARTNERS, L.P. C/O DAVIDSON KEMPNER ADVISERS INC. 520 MADISON AVENUE, 30TH FLOOR NEW YORK, NY10022 X DAVIDSON KEMPNER INTERNATIONAL, LTD. C/O OFFSHORE INCORPORATION LTD, OFFSHORE INCORPORATION CENTRE, POBOX 957, RD TOWN TORTOLA, D800000 X DAVIDSON KEMPNER DISTRESSED OPPORTUNITIES FUND LP C/O DK GROUP LLC 520 MADISON AVENUE, 30TH FLOOR NEW YORK, NY10022 X DAVIDSON KEMPNER DISTRESSED OPPORTUNITIES INTERNATIONAL LTD. C/O WALKERS CORPORATE LTD. CAYMAN CORP CENTRE, 27 HOSPITAL RD GEORGE TOWN, E9KY1-9008 X Midtown Acquisitions L.P. 520 MADISON AVENUE, 30TH FLOOR NEW YORK, NY10022 X YOSELOFF ANTHONY ALEXANDER DAVIDSON KEMPNER CAPITAL MANAGEMENT LP 520 MADISON AVENUE, 30TH FLOOR NEW YORK, NY10022 X Signatures /s/ Midtown Acquisitions L.P., By: Midtown Acquisitions GP LLC, its general partner, By: Anthony A. Yoseloff, its Executive Managing Member 10/23/2023 Signature of Reporting Person Date /s/ M.H. Davidson & Co., By: M.H. Davidson & Co. GP, L.L.C., its general partner, By: Davidson Kempner Liquid GP Topco LLC, its managing member, By: Anthony A. Yoseloff, its Executive Managing Member 10/23/2023 Signature of Reporting Person Date /s/ Davidson Kempner Partners, By: MHD Management Co. LLC, its general partner, By: Davidson Kempner Liquid GP Topco LLC, its managing member, By: Anthony A. Yoseloff, its Executive Managing Member 10/23/2023 Signature of Reporting Person Date /s/ DKIP (Cayman) Ltd II, By: Davidson Kempner Capital Management LP, its investment manager, By: Anthony A. Yoseloff, its Executive Managing Member 10/23/2023 Signature of Reporting Person Date /s/ Davidson Kempner Institutional Partners, L.P., By: Davidson Kempner Advisers LLC, its general partner, By: Davidson Kempner Liquid GP Topco LLC, its managing member, By: Anthony A. Yoseloff, its Executive Managing Member 10/23/2023 Signature of Reporting Person Date /s/ Davidson Kempner International, Ltd., By: Davidson Kempner Capital Management LP, its investment manager, By: Anthony A. Yoseloff, its Executive Managing Member 10/23/2023 Signature of Reporting Person Date /s/ Davidson Kempner Distressed Opportunities Fund LP, By: DK Group LLC, its general partner, By: Davidson Kempner Liquid GP Topco LLC, its managing member, By: Anthony A. Yoseloff, its Executive Managing Member 10/23/2023 Signature of Reporting Person Date /s/ Davidson Kempner Distressed Opportunities International Ltd., By: Davidson Kempner Capital Management LP, its investment manager, By: Anthony A. Yoseloff, its Executive Managing Member 10/23/2023 Signature of Reporting Person Date /s/ Davidson Kempner Capital Management LP, By: Anthony A. Yoseloff, its Executive Managing Member 10/23/2023 Signature of Reporting Person Date /s/ Anthony A. Yoseloff 10/23/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The securities reported on this line are held directly by: (i) M.H. Davidson & Co., a New York limited partnership ("CO"), (ii) Davidson Kempner Partners, a New York limited partnership ("DKP"), (iii) DKIP (Cayman) Ltd II, a Cayman Islands exempted company ("DKIP (Cayman) II"), (iv) Davidson Kempner Institutional Partners, L.P., a Delaware limited partnership ("DKIP"), (v) Davidson Kempner International, Ltd., a British Virgin Islands business company ("DKIL"), (vi) Davidson Kempner Distressed Opportunities Fund LP, a Delaware limited partnership ("DKDOF"), (vii) Davidson Kempner Distressed Opportunities International Ltd., a Cayman Islands exempted company ("DKDOI") and (viii) Midtown Acquisitions L.P., a New York limited partnership ("Midtown", together with CO, DKP, DKIP (Cayman) II, DKIP, DKIL, DKDOF, DKDOI, the "DK Holders") ( 2 )M.H. Davidson & Co. GP, L.L.C., a Delaware limited liability company ("CO GP"), is the general partner of CO and Davidson Kempner Liquid GP Topco LLC, a Delaware limited liability company ("Liquid GP Topco"), is the managing member of CO GP. MHD Management Co. LLC, a Delaware limited liability company ("MHD"), is the general partner of DKP and Liquid GP Topco is the managing member of MHD. DKCM (as defined below) is the investment manager of DKIP (Cayman) II. (Continued in footnote 3) ( 3 )(Continued from footnote 2) DKIP is the 100% equityholder of DKIP (Cayman) II. Davidson Kempner Advisers LLC, a Delaware limited liability company ("DKA"), is the general partner of DKIP and Liquid GP Topco is the managing member of DKA. DKCM is the investment manager of DKIL. DK Group LLC, a Delaware limited liability company ("DK Group"), is the general partner of DKDOF and Liquid GP Topco is the managing member of DK Group. DKCM is the investment manager of DKDOI. Midtown Acquisitions GP LLC, a Delaware limited liability company ("Midtown GP"), is the general partner of Midtown. Anthony A. Yoseloff serves as the Executive Managing Member of Midtown GP. Gabriel T. Schwartz and Patrick W. Dennis are Co-Deputy Executive Managing Members of Midtown GP. Joshua D. Morris, Morgan P. Blackwell, Conor Bastable and Suzanne K. Gibbons serve as Managers of Midtown GP. ( 4 )Davidson Kempner Capital Management LP ("DKCM"), a Delaware limited partnership and a registered investment adviser with the U.S. Securities and Exchange Commission (the "SEC"), acts as investment manager to each of the DK Holders. DKCM GP LLC, a Delaware limited liability company, is the general partner of DKCM. The managing members of DKCM are Anthony A. Yoseloff, Eric P. Epstein, Conor Bastable, Shulamit Leviant, Morgan P. Blackwell, Patrick W. Dennis, Gabriel T. Schwartz, Zachary Z. Altschuler, Joshua D. Morris and Suzanne K. Gibbons. Mr. Anthony A. Yoseloff, through DKCM, is responsible for the voting and investment decisions relating to the securities held by the DK Holders. ( 5 )The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.

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