SEC FORM 3

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^*

de Mesa Graziano Cheryl

(Last)

(First)

(Middle)

C/O PARTY CITY HOLDCO INC.

80 GRASSLANDS ROAD

(Street)

ELMSFORD

10523

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/09/2021

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	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Accounting Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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, par value $0.01 per share ("Common Stock")	23,788⁽¹⁾	D
Common Stock	12,740⁽²⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)

Explanation of Responses:

1. Represents performance-based restricted stock units ("PRSUs") granted to the Reporting Person on July 18, 2020 under the Issuer's Amended and Restated 2012 Omnibus Equity Incentive Plan (the "Plan"). Each PRSU represents the contingent right to receive one share of the Issuer's Common Stock. 25% of the shares of Common Stock underlying the PRSUs will be earned if the volume weighted average fair market value per share of the Issuer's Common Stock over a period of not less than 90 consecutive calendar days during the three-year performance period beginning on the grant date meets or exceeds each of the following price targets: $2.50, $5.00, $7.50, and $10.00. Any earned shares then vest ratably every six months over the following two years, subject to the Reporting Person's continued employment by the Issuer through such vesting date.

2. Represents restricted stock units ("RSUs") granted to the Reporting Person on August 9, 2021 under the Plan. The RSUs vest in three equal installments on August 9, 2022, 2023 and 2024.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Ian Heller, attorney-in-fact	12/14/2021
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.