Sec Form 3 Filing - HERSHEY CO @ Amplify Snack Brands, INC - 2017-12-17

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 HERSHEY CO 2. Issuer Name and Ticker or Trading Symbol Amplify Snack Brands, INC [ BETR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Footnote 2 and 3 (Last) (First) (Middle) 100 CRYSTAL A DRIVE, 3. Date of Earliest Transaction (MM/DD/YY) 12/17/2017 (Street) HERSHEY, PA17033 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 $0.0001 0 ( 1 ) ( 2 ) ( 3 ) ( 4 ) I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )

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 HERSHEY CO 100 CRYSTAL A DRIVE HERSHEY, PA17033 X See Footnote 2 and 3 Alphabet Merger Sub Inc. C/O THE HERSHEY COMPANY 100 CRYSTAL A DRIVE HERSHEY, PA17033 X See Footnote 2 and 3 Signatures /s/ Patricia A. Little, Senior Vice President, Chief Financial Officer of The Hershey Company 12/27/2017 Signature of Reporting Person Date /s/ Kathleen S. Purcell, Secretary of Alphabet Merger Sub Inc. 12/27/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 17, 2017, Issuer, The Hershey Company, a Delaware corporation ("Parent"), and Alphabet Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Acquisition Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Parent has agreed that Acquisition Sub will commence a cash tender offer (the "Offer") to acquire all of the issued and outstanding shares of common stock, par value $0.0001 per share, of Issuer ("Common Stock"). The Merger Agreement provides that, following the consummation of the Offer and subject to the terms and conditions of the Merger Agreement, Acquisition Sub will merge with and into Issuer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with Issuer being the surviving corporation. ( 2 )Parent and Acquisition Sub may be deemed to have beneficial ownership of 42,567,047 shares of Common Stock held by the directors, certain executive officers and certain stockholders of Issuer (collectively, the "Supporting Stockholders") as a result of entering into support agreements, dated as of December 17, 2017, with the Supporting Stockholders (the "Support Agreements"). A copy of the form of support agreement that Parent and Acquisition Sub entered into with the Supporting Stockholders was filed as an exhibit to Issuer's Current Report on Form 8-K filed on December 18, 2017. ( 3 )(continued from Footnote 2) Pursuant to the Support Agreements, the Supporting Stockholders agreed, among other things, to tender his, her or its shares (the "Subject Shares") of Common Stock pursuant to the Offer. The Subject Shares represent, in the aggregate, approximately 57% of the shares of Common Stock outstanding as of December 17, 2017 (including shares of Common Stock subject to equity awards granted to directors and executive officers). Subject to the terms and conditions of the Support Agreements, the Supporting Stockholders agreed, among other things, to tender their shares of Common Stock in the Offer no later than ten business days following the commencement of the Offer. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by Parent or Acquisition Sub that it is the beneficial owner of the Shares referred to herein and such beneficial ownership is expressly denied. ( 4 )Parent and Acquisition Sub do not have any pecuniary interest in any of the Subject Shares.

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).

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