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 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 (Month/Day/Year) 08/10/2015 (Street) BOSTON, MA 02116 4. If Amendment, Date 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 (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 08/10/2015   A   40,493,111 A (1) $ 0 40,493,111 I By TA XI L.P. (2) Common Stock 08/10/2015   A   5,269,974 A (1) $ 0 5,269,974 I By TA Atlantic and Pacific VII-A L.P. (2) Common Stock 08/10/2015   A   8,951,712 A (1) $ 0 8,951,712 I By TA Atlantic and Pacific VII-B L.P. (2) Common Stock 08/10/2015   A   1,094,296 A (1) $ 0 1,094,296 I By TA Investors IV L.P. (2) Common Stock 08/10/2015   S   8,914,776 D $ 18 31,578,335 I By TA XI L.P. (2) Common Stock 08/10/2015   S   1,160,213 D $ 18 4,109,761 I By TA Atlantic and Pacific VII-A L.P. (2) Common Stock 08/10/2015   S   1,970,767 D $ 18 6,980,945 I By TA Atlantic and Pacific VII-B L.P. (2) Common Stock 08/10/2015   S   240,915 D $ 18 853,381 I By TA Investors IV L.P. (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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

Signatures

By Thomas P. Alber, Chief Financial Officer of TA Associates, L.P.		08/12/2015
**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 Thomas P. Alber, Chief Financial Officer		08/10/2015
**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 Thomas P. Alber, Chief Financial Officer		08/10/2015
**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 Thomas P. Alber, Chief Financial Officer		08/10/2015
**Signature of Reporting Person		Date
TA Investors IV L.P., By TA Associates L.P., its General Partner, By Thomas P. Alber, Chief Financial Officer		08/10/2015
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These shares were distributed to the Reporting Person in connection with the liquidation of TA Topco 1, LLC pursuant to the distribution provisions of its limited liability company agreement based on the value implied by the price of the shares of common stock sold in Issuer's initial public offering. This transaction was exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rules 16b-3, 16a-13 and 16a-9 promulgated thereunder.
(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 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.

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