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Sec Form 4 Filing - TA ASSOCIATES L.P. @ Amplify Snack Brands INC - 2018-01-31

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
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)
01/31/2018
(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 01/31/2018 D( 1 ) 24,053,120 D $ 12 0 I By TA XI L.P. ( 2 )
Common Stock 01/31/2018 D( 1 ) 3,130,392 D $ 12 0 I By TA Atlantic and Pacific VII-A L.P. ( 2 )
Common Stock 01/31/2018 D( 1 ) 5,317,363 D $ 12 0 I By TA Atlantic and Pacific VII-B L.P. ( 2 )
Common Stock 01/31/2018 D( 1 ) 650,017 D $ 12 0 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
500 WEST 5TH STREET
BOSTON, MA02116
X X
TA INVESTORS IV, L.P.
200 CLARENDON STREET, 56TH FLOOR
BOSTON, MA02116
X X
Signatures
/s/ Jeffrey C. Hadden, General Counsel of TA Associates, L.P. 01/31/2018
** 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 Jeffrey C. Hadden, General Counsel 01/31/2018
** 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 Jeffrey C. Hadden, General Counsel 01/31/2018
** 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 Jeffrey C. Hadden, General Counsel 01/31/2018
** Signature of Reporting Person Date
TA Investors IV L.P., By TA Associates L.P., its General Partner, by Jeffrey C. Hadden, General Counsel 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. (the "Issuer") 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, were automatically cancelled and converted into the right to receive $12.00 per share in cash without interest.
( 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 investment and voting control over the shares held by the TA Associates Funds. Voting and investment decisions on behalf of TA Associates, L.P. with respect to such shares are made by 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 and serve as representatives of TA Associates, L.P. and the TA Associates Funds on the Issuer's board of directors. TA Associates, L.P. disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest in such shares, if any.

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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