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 OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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/YYYY)

1/31/2018
(Street)

BOSTON, MA 02116
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   1/31/2018     D (1)    24053120   D $12.00   0   I   By TA XI L.P.   (2)
Common Stock   1/31/2018     D (1)    3130392   D $12.00   0   I   By TA Atlantic and Pacific VII-A L.P.   (2)
Common Stock   1/31/2018     D (1)    5317363   D $12.00   0   I   By TA Atlantic and Pacific VII-B L.P.   (2)
Common Stock   1/31/2018     D (1)    650017   D $12.00   0   I   By TA Investors IV L.P   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
TA ASSOCIATES, L.P.
200 CLARENDON STREET, 56TH FLOOR
BOSTON, MA 02116 		X X

TA XI, L.P.
200 CLARENDON STREET, 56TH FLOOR
BOSTON, MA 02116 		X X

TA Atlantic & Pacific VII-A L.P.
200 CLARENDON STREET, 56TH FLOOR
BOSTON, MA 02116 		X X

TA Atlantic & Pacific VII-B L.P.
200 CLARENDON STREET, 56TH FLOOR
500 WEST 5TH STREET
BOSTON, MA 02116 		X X

TA INVESTORS IV, L.P.
200 CLARENDON STREET, 56TH FLOOR
BOSTON, MA 02116 		X X


Signatures
/s/ Jeffrey C. Hadden, General Counsel of TA Associates, L.P. 1/31/2018
** 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 1/31/2018
** 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 1/31/2018
** 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 1/31/2018
** Signature of Reporting Person Date

TA Investors IV L.P., By TA Associates L.P., its General Partner, by Jeffrey C. Hadden, General Counsel 1/31/2018
** 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 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).
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 control number.
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