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* TA ASSOCIATES, L.P. (Last) (First) (Middle) 200 CLARENDON STREET 56TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/05/2015	3. Issuer Name and Ticker or Trading Symbol Amplify Snack Brands, INC [ BETR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 08/05/2015
			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	40,493,111	I	By TA XI L.P.(1)
Common Stock	5,269,974	I	By TA Atlantic and Pacific VII-A L.P.(1)
Common Stock	8,951,712	I	By TA Atlantic and Pacific VII-B L.P.(1)
Common Stock	1,094,296	I	By TA Investors IV L.P.(1)

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* TA ASSOCIATES, L.P. (Last) (First) (Middle) 200 CLARENDON STREET 56TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TA Atlantic & Pacific VII-A L.P. (Last) (First) (Middle) 200 CLARENDON STREET 56TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TA Atlantic & Pacific VII-B L.P. (Last) (First) (Middle) 200 CLARENDON STREET 56TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TA INVESTORS IV, L.P. (Last) (First) (Middle) 200 CLARENDON STREET 56TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TA XI, L.P. (Last) (First) (Middle) 200 CLARENDON STREET 56TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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.

Remarks:

	By Thomas P. Alber, Chief Financial Officer of TA Associates, L.P.	08/18/2015
	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	08/18/2015
	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	08/18/2015
	TA Investors IV L.P., By TA Associates L.P., its General Partner, By Thomas P. Alber, Chief Financial Officer	08/18/2015
	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	08/18/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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