Advent Partners GPE VI 2010 Limited Partnership Form 4 Party City Holdco / INTERNATIONAL CORP/MA ADVENT ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
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hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL CORP/MA

(Last) (First) (Middle)

800 BOYLSTON STREET

(Street)

BOSTON MA 02199

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Party City Holdco Inc. [ PRTY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2017

4. 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 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	12/11/2017		S		2,558,306(1)	D	$12.67	19,841,694	I	See Note(2)(3)(4)(5)

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 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: 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

1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL CORP/MA

(Last) (First) (Middle)

800 BOYLSTON STREET

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Advent-Party City Acquisition Limited Partnership

(Last) (First) (Middle)

ADVENT INTERNATIONAL CORPORATION

800 BOYLSTON STREET

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GPE VI GP Limited Partnership

(Last) (First) (Middle)

ADVENT INTERNATIONAL CORPORATION

800 BOYLSTON STREET

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GPE VI GP (Delaware) Limited Partnership

(Last) (First) (Middle)

ADVENT INTERNATIONAL CORPORATION

800 BOYLSTON STREET

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Advent Partners GPE VI 2008 Limited Partnership

(Last) (First) (Middle)

ADVENT INTERNATIONAL CORPORATION

800 BOYLSTON STREET

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Advent Partners GPE VI 2009 Limited Partnership

(Last) (First) (Middle)

ADVENT INTERNATIONAL CORPORATION

800 BOYLSTON STREET

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Advent Partners GPE VI 2010 Limited Partnership

(Last) (First) (Middle)

ADVENT INTERNATIONAL CORPORATION

800 BOYLSTON STREET

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Advent Partners GPE VI-A Limited Partnership

(Last) (First) (Middle)

ADVENT INTERNATIONAL CORPORATION

800 BOYLSTON STREET

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Advent Partners GPE VI-A 2010 Limited Partnership

(Last) (First) (Middle)

ADVENT INTERNATIONAL CORPORATION

800 BOYLSTON STREET

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL LLC

(Last) (First) (Middle)

ADVENT INTERNATIONAL CORPORATION

800 BOYLSTON STREET

(Street)

BOSTON MA 02199

(City) (State) (Zip)

Explanation of Responses:

1. The shares of common stock of the Issuer were sold in connection with a block trade of the common stock of the Issuer pursuant to the prospectus supplement, dated December 7, 2017, and accompanying registration statement on Form S-3, dated September 30, 2016.

2. Advent-Party City Acquisition LP ("APCA") directly owns 19,841,694 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 beneficially 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.

3. 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").

4. 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").

5. 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 4 is the second of two Forms 4 being filed relating to the same event. The Form 4 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 4 to a maximum of 10 Reporting Persons. Each Form 4 will be filed by Designated Filer Advent International Corporation.

	/s/ Richard Terranova, Attorney-in-Fact	12/13/2017
	/s/ Richard Terranova, Attorney-in-Fact	12/13/2017
	/s/ Richard Terranova, Attorney-in-Fact	12/13/2017
	/s/ Richard Terranova, Attorney-in-Fact	12/13/2017
	/s/ Richard Terranova, Attorney-in-Fact	12/13/2017
	/s/ Richard Terranova, Attorney-in-Fact	12/13/2017
	/s/ Richard Terranova, Attorney-in-Fact	12/13/2017
	/s/ Richard Terranova, Attorney-in-Fact	12/13/2017
	/s/ Richard Terranova, Attorney-in-Fact	12/13/2017
	/s/ Richard Terranova, Attorney-in-Fact	12/13/2017
	** 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).
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