SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* ADVENT INTERNATIONAL CORP/MA (Last) (First) (Middle) 75 STATE STREET 29TH FLOOR (Street) BOSTON MA 02109 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/15/2015	3. Issuer Name and Ticker or Trading Symbol Party City Holdco Inc. [ PRTY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	22,400,000(1)(2)(3)(4)	I	See Notes(1)(2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* ADVENT INTERNATIONAL CORP/MA (Last) (First) (Middle) 75 STATE STREET 29TH FLOOR (Street) BOSTON MA 02109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Advent-Party City Acquisition Limited Partnership (Last) (First) (Middle) ADVENT INTERNATIONAL CORPORATION 75 STATE STREET (Street) BOSTON MA 02109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GPE VI GP Limited Partnership (Last) (First) (Middle) ADVENT INTERNATIONAL CORPORATION 75 STATE STREET (Street) BOSTON MA 02109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GPE VI GP (Delaware) Limited Partnership (Last) (First) (Middle) ADVENT INTERNATIONAL CORPORATION 75 STATE STREET (Street) BOSTON MA 02109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Advent Partners GPE VI 2008 Limited Partnership (Last) (First) (Middle) ADVENT INTERNATIONAL CORPORATION 75 STATE STREET (Street) BOSTON MA 02109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Advent Partners GPE VI 2009 Limited Partnership (Last) (First) (Middle) ADVENT INTERNATIONAL CORPORATION 75 STATE STREET (Street) BOSTON MA 02109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Advent Partners GPE VI 2010 Limited Partnership (Last) (First) (Middle) ADVENT INTERNATIONAL CORPORATION 75 STATE STREET (Street) BOSTON MA 02109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Advent Partners GPE VI-A Limited Partnership (Last) (First) (Middle) ADVENT INTERNATIONAL CORPORATION 75 STATE STREET (Street) BOSTON MA 02019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Advent Partners GPE VI-A 2010 Limited Partnership (Last) (First) (Middle) ADVENT INTERNATIONAL CORPORATION 75 STATE STREET (Street) BOSTON MA 02109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ADVENT INTERNATIONAL LLC (Last) (First) (Middle) ADVENT INTERNATIONAL CORPORATION 75 STATE STREET (Street) BOSTON MA 02109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Advent-Party City Acquisition LP ("APCA") directly owns 22,400,000 shares of common stock of the Issuer. The Advent Funds (as defined below) directly own all of the partnership interests in APCA. APCA, together with Advent International Corporation ("AIC"), Advent International LLC ("AILLC"), GPE VI GP Limited Partnership ("GPE VI"), GPE VI GP (Delaware) Limited Partnership ("GPE VI D") and the Advent Funds, are referred to herein as the "Reporting Persons". The shares directly owned by APCA may be deemed indirectly owned by the other Reporting Persons; however, each Reporting Person disclaims beneficial ownership of these securities except to the extent of its respective pecuniary interest therein, if any, and the inclusion of these shares in their report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose.

2. AIC is the manager of AILLC which is the general partner of each of GPE VI, GPE VI D, Advent Partners GPE VI 2008 Limited Partnership ("GPE 2008), Advent Partners GPE VI 2009 Limited Partnership ("GPE 2009"), Advent Partners GPE VI 2010 Limited Partnership ("GPE 2010"), Advent Partners GPE VI-A Limited Partnership ("GPE A"), and Advent Partners GPE VI-A 2010 Limited Partnership ("GPE A 2010", together with GPE 2008, GPE 2009, GPE 2010 and GPE A, collectively, the "Advent Partner Entities").

3. GPE VI D is the general partner of the following entities: Advent International GPE VI-C Limited Partnership, Advent International GPE VI-D Limited Partnership and GPE VI-E Limited Partnership (collectively, the "GPE VI D Funds").

4. GPE VI is the general partner of the following entities: Advent International GPE VI-G Limited Partnership, Advent International GPE VI Limited Partnership, Advent International GPE VI-A Limited Partnership, Advent Internal GPE VI-B Limited Partnership, and Advent International GPE VI-F Limited Partnership (collectively, the "GPE VI Funds" and together with the GPE VI D Funds and the Advent Partner Entities, collectively the "Advent Funds").

Remarks:

This Form 3 is the second of two Form 3's being filed relating to the same event. The Form 3 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons. Each Form 3 will be filed by Designated Filer Advent International Corporation.

	/s/ Michelle M. Wong (Attorney in Fact)	04/15/2015
	Michael Ristaino	04/15/2015
	Michelle M. Wong (Attorney in Fact)	04/15/2015
	Michelle M. Wong (Attorney in Fact)	04/15/2015
	Michelle M. Wong (Attorney in Fact)	04/15/2015
	Michelle M. Wong (Attorney in Fact)	04/15/2015
	Michelle M. Wong (Attorney in Fact)	04/15/2015
	Michelle M. Wong (Attorney in Fact)	04/15/2015
	Michelle M. Wong (Attorney in Fact)	04/15/2015
	Michelle M. Wong (Attorney in Fact)	04/15/2015
	** Signature of Reporting Person	Date
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