Amplify Snack Brands, Inc.
500 West 5th Street, Suite 1350
Austin, Texas 78701
VIA EDGAR AND FACSIMILE
November 28, 2016
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
| Attention: | H. Roger Schwall, Assistant Director |
| Kevin M. Dougherty |
| Re: | Amplify Snack Brands, Inc. |
| Acceleration Request for Registration Statement on Form S-3 |
| File No. 333-214604 |
Dear Mr. Schwall:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Amplify Snack Brands, Inc. (the “Company”) hereby requests that the effective date and time of the above-referenced registration statement (the “Registration Statement”) be accelerated to November 28, 2016, at 4:30 p.m., Eastern Time, or at such later time as the Company or its counsel, Goodwin Procter LLP, may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP, by calling Bradley Weber at (650) 752-3226. We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Bradley Weber, by facsimile to (858) 726-7516 or by email to BWeber@goodwinlaw.com.
If you have any questions regarding this request, please contact Bradley Weber of Goodwin Procter LLP at (650) 752-3226.
Sincerely,
AMPLIFY SNACK BRANDS, INC.
/s/ Brian Goldberg
Brian Goldberg
Chief Financial Officer
| cc: | Thomas Ennis (Amplify Snack Brands, Inc.) |
| Bradley Weber (Goodwin Procter LLP) |
| Andrew Hill (Goodwin Procter LLP) |
