Sec Form 4 Filing - TA ASSOCIATES, L.P. @ Amplify Snack Brands, INC - 2015-08-10

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 TA ASSOCIATES, L.P. 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 200 CLARENDON STREET, 56TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/10/2015 (Street) BOSTON, MA02116 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 08/10/2015 A 40,493,111 A ( 1 ) $ 0 40,493,111 I By TA XI L.P. ( 2 ) Common Stock 08/10/2015 A 5,269,974 A ( 1 ) $ 0 5,269,974 I By TA Atlantic and Pacific VII-A L.P. ( 2 ) Common Stock 08/10/2015 A 8,951,712 A ( 1 ) $ 0 8,951,712 I By TA Atlantic and Pacific VII-B L.P. ( 2 ) Common Stock 08/10/2015 A 1,094,296 A ( 1 ) $ 0 1,094,296 I By TA Investors IV L.P. ( 2 ) Common Stock 08/10/2015 S 8,914,776 D $ 18 31,578,335 I By TA XI L.P. ( 2 ) Common Stock 08/10/2015 S 1,160,213 D $ 18 4,109,761 I By TA Atlantic and Pacific VII-A L.P. ( 2 ) Common Stock 08/10/2015 S 1,9 70,767 D $ 18 6,980,945 I By TA Atlantic and Pacific VII-B L.P. ( 2 ) Common Stock 08/10/2015 S 240,915 D $ 18 853,381 I By TA Investors IV L.P. ( 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 TA ASSOCIATES, L.P. 200 CLARENDON STREET 56TH FLOOR BOSTON, MA02116 X X TA XI, L.P. 200 CLARENDON STREET 56TH FLOOR BOSTON, MA02116 X X TA Atlantic & Pacific VII-A L.P. 200 CLARENDON STREET 56TH FLOOR BOSTON, MA02116 X X TA Atlantic & Pacific VII-B L.P. 200 CLARENDON STREET 56TH FLOOR BOSTON, MA02116 X X TA INVESTORS IV, L.P. 200 CLARENDON STREET 56TH FLOOR BOSTON, MA02116 X X Signatures By Thomas P. Alber, Chief Financial Officer of TA Associates, L.P. 08/12/2015 Signature of Reporting Person Date TA XI L.P., By TA Associates XI GP L.P., its General Partner, By TA Associates L.P., its General Partner, By Thomas P. Alber, Chief Financial Officer 08/10/2015 Signature of Reporting Person Date TA Atlantic and Pacific VII-A L.P., By TA Associates AP VII GP L.P., its General Partner, By TA Associates L.P., its General Partner, By Thomas P. Alber, Chief Financial Officer 08/10/2015 Signature of Reporting Person Date TA Atlantic and Pacific VII-B L.P., By TA Associates AP VII GP L.P., its General Partner, By TA Associates L.P., its General Partner, By Thomas P. Alber, Chief Financial Officer 08/10/2015 Signature of Reporting Person Date TA Investors IV L.P., By TA Associates L.P., its General Partner, By Thomas P. Alber, Chief Financial Officer 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 TA XI L.P., TA Atlantic and Pacific VII-A L.P., TA Atlantic and Pacific VII-B L.P. and TA Investors IV L.P. (the "TA Associates Funds"). TA Associates, L.P. is either the direct or indirect general partner of the TA Associates Funds and has the investment and voting control of the TA Associates Funds. Voting and investment power with respect to such shares is vested in a four-person investment committee at TA Associates, L.P. consisting of the following partners or employees of TA Associates, L.P. or its affiliates: Jeffrey S. Barber, William D. Christ II, Roger B. Kafker and Richard D. Tadler. Messrs. Barber and Christ are Directors of the Issuer. TA Associates, L.P. may be deemed to have an indirect pecuniary interest in such shares. TA Associates, L.P. disclaims beneficial ownership of such securities, except to the extent of any pecuniary interest in such shares, which is subject to indeterminable future events.

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