Sec Form 3 Filing - de Mesa Graziano Cheryl @ Party City Holdco Inc. - 2021-12-09

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person de Mesa Graziano Cheryl 2. Issuer Name and Ticker or Trading Symbol Party City Holdco Inc. [ PRTY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Accounting Officer (Last) (First) (Middle) C/O PARTY CITY HOLDCO INC., 80 GRASSLANDS ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/09/2021 (Street) ELMSFORD, NY10523 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, par value $0.01 per share ("Common Stock") 23,788( 1 ) D Common Stock 12,740( 2 ) D

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 / A ddress Relationships Director 10% Owner Officer Other de Mesa Graziano Cheryl C/O PARTY CITY HOLDCO INC. 80 GRASSLANDS ROAD ELMSFORD, NY10523 Chief Accounting Officer Signatures /s/ Ian Heller, attorney-in-fact 12/14/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents performance-based restricted stock units ("PRSUs") granted to the Reporting Person on July 18, 2020 under the Issuer's Amended and Restated 2012 Omnibus Equity Incentive Plan (the "Plan"). Each PRSU represents the contingent right to receive one share of the Issuer's Common Stock. 25% of the shares of Common Stock underlying the PRSUs will be earned if the volume weighted average fair market value per share of the Issuer's Common Stock over a period of not less than 90 consecutive calendar days during the three-year performance period beginning on the grant date meets or exceeds each of the following price targets: $2.50, $5.00, $7.50, and $10.00. Any earned shares then vest ratably every six months over the following two years, subject to the Reporting Person's continued employment by the Issuer through such vesting date. ( 2 )Represents restricted stock units ("RSUs") granted to the Reporting Person on August 9, 2021 under the Plan. The RSUs vest in three equal installments on August 9, 2022, 2023 and 2024.

Remarks: Exhibit 24 - Power of Attorney

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 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.