Sec Form 4 Filing - Friedman Andrew S. @ Amplify Snack Brands, INC - 2015-08-10

Insider filing report for Changes in Beneficial Ownership
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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
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
Friedman Andrew S.
2. Issuer Name and Ticker or Trading Symbol
Amplify Snack Brands, INC [ BETR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O AMPLIFY SNACK BRANDS, INC., 500 WEST 5TH STREET
3. Date of Earliest Transaction (MM/DD/YY)
08/10/2015
(Street)
AUSTIN, TX78701
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 08/10/2015 A 4,048,188 A ( 1 ) $ 0 4,048,188 I By A&J Popcorn Holdings, LLC ( 2 )
Common Stock 08/10/2015 S 891,230 D $ 18 3,156,958 I By A&J Popcorn Holdings, LLC ( 2 )
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
Friedman Andrew S.
C/O AMPLIFY SNACK BRANDS, INC.
500 WEST 5TH STREET
AUSTIN, TX78701
X
Signatures
/s/ Bradley C. Weber as Attorney-in-Fact to the Reporting Person 08/10/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were distributed to the Reporting Person in connection with the liquidation of TA Topco 1, LLC pursuant to the distribution provisions of its limited liability company agreement based on the value implied by the price of the shares of common stock sold in Issuer's initial public offering. This transaction was exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rules 16b-3, 16a-13 and 16a-9 promulgated thereunder.
( 2 )The shares are held directly by A&J Popcorn Holdings, LLC in which Mr. Friedman has sole voting and dispositive power.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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