Sec Form 4 Filing - Christ II William David @ Amplify Snack Brands, INC - 2018-01-31

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
Christ II William David
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)
01/31/2018
(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 01/31/2018 D( 1 ) 52,535 D $ 12 0 I See Footnote ( 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
Christ II William David
C/O AMPLIFY SNACK BRANDS, INC.
500 WEST 5TH STREET
AUSTIN, TX78701
X
Signatures
/s/ William D. Christ by Jeffrey C. Hadden, Attorney-in-Fact 01/31/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of pursuant to the Agreement and Plan of Merger by and among The Hershey Company, Alphabet Merger Sub Inc. and Amplify Snack Brands, Inc. dated as of December 17, 2017, whereby, at the effective time of the merger contemplated therein, all issued and outstanding shares of the Issuer's common stock, par value $0.0001 per share (the "Issuer Common Stock"), including shares of restricted Issuer Common Stock, whether vested or unvested, and all issued and outstanding shares of restricted stock units issued by the Issuer, whether vested or unvested, were automatically cancelled and converted into the right to receive $12.00 per share in cash without interest.
( 2 )Mr. Christ may be deemed to have an indirect pecuniary interest as a partner of TA Investors IV L.P. in 650,017 shares of Issuer Common Stock directly held by this fund. Mr. Christ disclaims beneficial ownership of such securities, except to the extent of 52,535 shares of Issuer Common Stock as to which he holds a pecuniary interest.

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