UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) OF ~~THE~~

~~SECURITIES~~of ~~EXCHANGE~~the ~~ACT~~Securities OFExchange Act of 1934

Date of ~~Report~~report (Date of earliest event reported): ~~December~~January 1731, ~~2017~~2018

AMPLIFY SNACK BRANDS, INC.

(Exact ~~name~~Name of Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Delaware	001-37530	47-1254894
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

500 West 5th Street, Suite 1350 Austin, Texas		78701
500 West 5th Street, Suite 900
(Address of principal executive offices)		(Zip code)
Austin, Texas		78701
(Address of Principal Executive Offices)		(Zip Code)

(512) 600-9893

(Registrant’s telephone number, including area code)

~~N/A~~Not Applicable

(Former name ~~and~~ or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

~~Item~~As 1previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) by Amplify Snack Brands, Inc.01 ~~Entry~~(the “Company”) on December 18, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated December 17, 2017, by and among The Hershey Company (“Hershey”), Alphabet Merger Sub Inc., a ~~Material~~wholly ~~Definitive~~owned subsidiary of Hershey (“Purchaser”) and the Company. Pursuant to the Merger Agreement, Purchaser commenced a tender offer to purchase all of the issued and outstanding shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), for a purchase price of $12.00 per Share, (the “Offer Price”), net to the seller in cash, without interest, and upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 2, 2018 (the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the “Offer”).

~~Merger~~Item ~~Agreement~~2.01 Completion of Acquisition or Disposition of Assets.

OnThe ~~December 17,~~Offer ~~2017, Amplify~~and ~~Snack~~withdrawal ~~Brands~~rights expired as scheduled at 12:00 midnight, ~~Inc.~~New York City time, aat ~~Delaware~~the ~~corporation~~end of January 30, 2018 (~~“Amplify”~~such ordate ~~the~~and time, the “~~Company~~Expiration Time”),. ~~The~~American ~~Hershey~~Stock Transfer & Trust Company, LLC, the depositary for the Offer, advised Purchaser that, as of the Expiration Time, a ~~Delaware~~total ~~corporation~~of ~~(“Hershey”)~~approximately 71,970,009 Shares, representing approximately 95.1391% of the Company’s currently outstanding Shares, were validly tendered and ~~Alphabet~~not ~~Merger~~withdrawn ~~Sub~~in the Offer, ~~Inc~~including 1,849,932 Shares tendered pursuant to guaranteed delivery procedures. As of the Expiration Time, athe ~~Delaware~~number ~~corporation~~of Shares validly tendered and ~~a wholly~~not ~~owned~~validly ~~subsidiary~~withdrawn pursuant to the Offer satisfied the minimum tender condition of ~~Hershey~~the ~~(“Acquisition~~Offer, ~~Sub”)~~and all other conditions to the Offer were satisfied or waived. Immediately after the Expiration Time, ~~entered~~Purchaser ~~into~~irrevocably accepted anfor ~~Agreement~~payment, and ~~Plan~~will ofpromptly ~~Merger~~pay (for, all Shares validly tendered and not validly withdrawn prior to the ~~“Merger~~Expiration ~~Agreement”)~~Time.

~~Pursuant~~On ~~to the Merger Agreement~~January 31, 2018, ~~and~~pursuant ~~upon~~to the terms ~~and~~of ~~subject to~~ the ~~conditions~~Merger ~~thereof,~~Agreement ~~Acquisition~~and ~~Sub~~in ~~will~~accordance ~~commence~~with ~~a cash tender offer~~ Section 251(~~the “Offer”~~h) ~~to acquire all~~ of the ~~issued~~Delaware ~~and~~General ~~outstanding~~Corporation ~~shares~~Law ~~of common stock, par value $0.0001 per share, of the Company~~ (“~~Common Stock~~DGCL”), atPurchaser amerged ~~price~~with ~~per~~and ~~share~~into ~~equal~~the ~~to $12.00~~Company, ~~net~~with to the ~~seller~~Company inbeing ~~cash,~~the ~~without~~surviving ~~interest~~corporation (the “~~Offer Price~~Merger”),. ~~subject~~Upon tocompletion ~~any~~of ~~withholding~~the ofMerger, ~~taxes~~the ~~required~~Company bybecame ~~applicable~~a ~~law~~wholly owned subsidiary of Hershey.

~~The~~At ~~obligation~~the effective time of ~~Acquisition~~the ~~Sub~~Merger (the “Effective Time”), as a result of the Merger, and pursuant to ~~consummate~~ the ~~Offer~~terms isand subject to ~~customary~~the conditions, ~~including,~~of ~~among~~the ~~others~~Merger Agreement, ~~(i) there~~each ~~being~~Share ~~validly~~issued ~~tendered~~ and ~~not~~outstanding ~~validly~~immediately ~~withdrawn~~ prior to the ~~expiration~~Effective ofTime ~~the~~was converted ~~Offer~~into athe ~~number~~right ofto ~~shares~~receive ofthe ~~Common~~Offer ~~Stock that~~Price, ~~considered~~in ~~together~~cash, ~~with all~~without ~~other~~interest ~~shares~~thereon ofand ~~Common~~subject ~~Stock~~to ~~(if~~ any) ~~owned~~required bytax ~~Hershey and its subsidiaries~~withholding, ~~comprise~~other atthan ~~least~~(i) Shares aheld ~~majority~~in of the ~~shares~~treasury of ~~Common~~the ~~Stock~~Company, (ii) ~~the~~Shares ~~expiration~~that orat ~~termination of~~ the ~~waiting~~commencement ~~period~~of ~~under~~ the Offer ~~Hart-Scott-Rodino~~were ~~Antitrust Improvements~~owned ~~Act~~by ofHershey ~~1976~~or Purchaser, asor ~~amended~~any ~~(the~~direct ~~“HSR~~or ~~Act”),~~indirect ~~(iii)~~wholly ~~the~~owned ~~absence~~subsidiaries of ~~any~~Hershey ~~law~~ or ~~order~~Purchaser, ~~prohibiting~~(iii) Shares ~~the~~irrevocably ~~consummation~~accepted offor ~~the~~purchase ~~Offer~~in or the ~~Merger~~Offer ~~(as defined below)~~ and (iv) Shares held by the ~~accuracy~~Company’s ofstockholders ~~representations~~who properly demanded and ~~warranties~~perfected ~~and compliance~~appraisal ~~with~~rights ~~covenants~~under Delaware law.

The ~~Merger~~effect ~~Agreement provides that, following the consummation~~ of the ~~Offer~~Merger ~~and~~on ~~subject~~Company tostock ~~the~~options ~~terms~~ and ~~conditions of the~~ ~~Merger~~other equity-based awards ~~Agreement,~~is ~~Acquisition~~described ~~Sub~~on ~~will~~page ~~merge~~5 ~~with~~of ~~and into~~ the Company’s ~~pursuant~~Solicitation/Recommendation toStatement ~~Section 251(h)~~on ofSchedule ~~the~~14D-9 ~~General~~filed ~~Corporation~~with ~~Law of~~ the ~~State~~SEC ofon ~~Delaware~~January 2, ~~(the “DGCL”)~~2018, ~~with~~as ~~the~~amended ~~Company being the surviving corporation (the~~on ~~“Merger”).~~January 3, At2018, ~~the~~January 9, ~~effective time of the Merger~~2018, ~~each share of Common Stock (other than (i)~~January ~~shares~~11, ~~of Common Stock held by the Company (or held in the Company’s treasury)~~2018, ~~(ii) shares of Common Stock held by Hershey~~January 12, ~~Acquisition~~ ~~Sub~~2018, ~~or any other direct or indirect wholly owned subsidiary of Hershey and (ii)~~January ~~shares~~19, of2018, ~~Common Stock held by stockholders who have properly exercised their demands for appraisal of such shares of Common Stock in accordance with the DGCL~~ and ~~have neither withdrawn nor lost such rights prior to the effective time~~January 31, ~~will be converted into the right to receive an amount in cash equal to the Offer Price~~2018, ~~without~~which ~~interest~~description ~~and~~is ~~subject~~incorporated toherein ~~any~~by ~~required tax withholding~~reference.

AtUpon the ~~Effective~~closing ~~Time,~~of ~~all outstanding Company stock options, restricted stock units, and restricted stock (in each case, whether vested or unvested) that are outstanding immediately prior to~~ the ~~Effective Time shall~~Merger, ~~immediately~~Hershey ~~prior~~paid toan ~~the~~aggregate ~~Effective Time, be cancelled in exchange for the right to receive the merger~~ consideration ~~(without interest) with respect to the number~~ of ~~shares~~approximately of$908 ~~Common~~million ~~Stock underlying~~for the ~~applicable award~~Shares, ~~less~~not ~~applicable~~including ~~withholding~~related ~~taxes,~~transaction fees and ~~less~~expenses. ~~the~~Hershey ~~applicable~~funded ~~exercise~~these ~~price~~payments ~~for~~with ~~Company~~available ~~stock~~cash ~~options~~on hand.

The ~~Merger Agreement~~foregoing ~~may~~summary bedescription ~~terminated~~of ~~under certain circumstances, including in specified circumstances in connection with an Acquisition Proposal that~~ the ~~board~~Merger ofAgreement ~~directors~~does ofnot ~~the~~purport ~~Company~~to ~~determines~~be complete ~~constitutes~~and ais ~~Superior~~qualified ~~Proposal~~in ~~(each~~its asentirety ~~defined~~by inreference ~~the Merger~~to ~~Agreement). Upon~~ the ~~termination~~terms of the Merger Agreement, ~~under~~which ~~specified~~is ~~circumstances,~~included ~~the~~as ~~Company~~Exhibit ~~will~~2.1 beto ~~required~~this toCurrent ~~pay~~Report ~~Hershey~~on aForm ~~termination~~8-K ~~fee~~and ofis ~~approximately~~incorporated ~~$31~~herein by reference.~~4 million.~~

~~The~~Item ~~foregoing~~3.01 ~~description~~Notice of ~~the~~Delisting Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and which is incorporated herein by reference. The Merger Agreement has been filed to provide information to investors regarding its terms. It is not intended to provide any other factual information about Hershey, Acquisition Sub or ~~the~~Failure ~~Company, their respective businesses, or the actual conduct of their respective businesses during the period prior~~ to ~~the~~ ~~consummation~~Satisfy ofa ~~the~~Continued ~~Offer,~~Listing ~~the~~Rule ~~Merger~~ or ~~the~~Standard; ~~other~~Transfer ~~transactions contemplated by the Merger Agreement. The Merger Agreement and this summary should not be relied upon as disclosure about Hershey or the Company. None~~ of ~~the Company’s stockholders or any other third parties should rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the~~ Listing.

~~actual~~In ~~state~~connection ofwith ~~facts~~the orclosing ~~conditions~~ of ~~Hershey,~~the ~~Acquisition Sub~~Merger, the Company or(i) notified ~~any~~the ofNew ~~their~~York ~~respective~~Stock ~~subsidiaries~~Exchange or(the ~~affiliates.~~“NYSE”) ~~The~~on ~~Merger~~January 31, ~~Agreement contains representations and warranties~~2018 that ~~are~~ the ~~product~~Merger ofwas ~~negotiations~~consummated ~~among~~and (ii) requested that the ~~parties~~NYSE ~~thereto~~(x) halt ~~and~~trading ~~that~~in the ~~parties~~Shares ~~made~~for toJanuary 31, 2018 and ~~solely~~suspend ~~for~~trading ~~the benefit~~ of, ~~each~~the ~~other~~Shares aseffective ofJanuary 31, ~~specified~~2018 ~~dates.~~and ~~The~~(y) file ~~assertions~~with ~~embodied~~the inSEC ~~those~~a ~~representations~~Form ~~and~~25 Notification ~~warranties~~of ~~are~~Removal ~~subject~~from ~~to qualifications~~Listing and/or ~~limitations~~Registration ~~agreed~~ to bydelist ~~the respective parties~~ and ~~are~~deregister ~~also~~the ~~qualified~~Shares inunder ~~important~~Section 12(b) ~~part~~of bythe ~~confidential~~Securities ~~disclosure~~Exchange ~~schedules~~Act ~~delivered~~of in1934 ~~connection with~~ (the ~~Merger~~“Exchange ~~Agreement~~Act”). The ~~representations~~Company ~~and~~intends ~~warranties~~to ~~may~~file ~~have~~a ~~been~~certification ~~made~~on Form ~~for~~15 ~~the~~with ~~purpose of allocating contractual risk between~~ the ~~parties~~SEC to cause the ~~agreements~~Company’s ~~instead~~reporting ofobligations ~~establishing~~under ~~these~~Sections ~~matters~~13 ~~as facts,~~ and ~~may~~15(d) ~~be subject to standards~~ of ~~materiality applicable to~~ the ~~contracting~~Exchange ~~parties~~Act ~~that differ from those applicable~~ to ~~investors~~be suspended.

~~Support~~Item ~~Agreement~~3.03 Material Modification to Rights of Security Holders.

~~Concurrent~~The ~~with~~information ~~the~~disclosed ~~execution~~under ~~and~~Item delivery of the Merger Agreement, on December 17, 2017, each director, certain executive officers of the Company and certain affiliates of TA Associates Management, LP entered into support agreements (the “Support Agreements”) with Hershey and Acquisition Sub, pursuant to which each such director, executive officer and significant stockholder agreed, among other things, to tender his, her or its shares of Common Stock pursuant to the Offer2.01 ~~Shares of Common Stock held by these directors, executive officers~~ and ~~significant~~Item ~~stockholders represent, in the aggregate, approximately 57% of the shares of Common Stock outstanding on the date of the Merger Agreement~~5.01 ~~The foregoing description~~ of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Support Agreement, a copy of which is filed as Exhibit 99.1 hereto and is hereby incorporated into this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.~~02.~~01 ~~Appointment~~Changes ofin ~~Certain~~Control ~~Officers; Compensatory Arrangements~~ of ~~Certain Officers~~Registrant.

~~Christenson~~As ~~Bonus~~a result of Purchaser’s acceptance for payment of all Shares that were validly tendered and not properly withdrawn in accordance with the terms of the Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL on January 31, 2018, a change in control of the Company occurred and the Company now is a wholly owned subsidiary of Hershey.

~~Pursuant~~The toinformation ~~the~~disclosed ~~Employment Agreement~~under ~~entered~~Item ~~into by and between Gregory S~~2.01 ~~Christenson~~ and ~~the~~Item ~~Company, dated July 31, 2017, as amended effective September 11, 2017, Mr~~3. ~~Christenson~~01 ~~would~~of ~~have~~this ~~been~~Current ~~entitled~~Report toon ~~receive~~Form ~~a one~~8-~~time~~K ~~retention~~is ~~bonus~~incorporated equal to one hundred thousand dollars (the “Christenson Retention Bonus”), payable on the Company’s first payroll date following the earliest of (i) March 12, 2018, subject to his continuous employment with the Company through such date; (ii) a termination by ~~the Company without cause that occurs prior to March 12, 2018; (iii) a termination by Mr. Christenson for~~ ~~good~~reference ~~reason~~into ~~that~~this ~~occurs~~Item ~~prior to March 12, 2018; and (iv) the closing of a change in control that occurs prior to March 12, 2018~~5. On December 17, 2017, the Compensation Committee of the Company’s Board of Directors approved the acceleration of the payment of the Christenson Retention Bonus to a date not later than December 31, 201701.

Item 85.~~01.~~02 ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnPursuant ~~December 18,~~to ~~2017,~~the ~~Hershey~~terms ~~and~~of the ~~Company~~Merger ~~issued~~Agreement, aat ~~joint press release announcing their entry into~~ the ~~Merger~~Effective ~~Agreement~~Time, aall ~~copy~~members of ~~which~~the isCompany’s ~~attached~~board asof ~~Exhibit~~directors ~~99.2~~were toreplaced ~~this~~by ~~Current~~the ~~Report~~directors onof ~~Form 8-K and included by reference herein~~Purchaser.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety. Copies of the Company’s amended and restated certificate of incorporation and the Company’s amended and restated bylaws are attached as Exhibits 3.1 and 3.2, respectively, hereto, each of which are incorporated herein by reference.

Item 8.01 Other Events.

On January 31, 2018, Hershey issued a press release relating to the expiration of the Offer and the consummation of the Merger. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are furnished as part of this Current Report on Form 8-K:

(d) Exhibits.

2.1*		Agreement and Plan of Merger, dated as of December 17, 2017, by and among The Hershey Company, Alphabet Merger Sub, Inc. and Amplify Snack Brands, Inc.**
ExhibitNumber		Title
99.1		Form of Support Agreement**
2.1		Agreement and Plan of Merger, dated as of December 17, 2017, among The Hershey Company, Alphabet Merger Sub Inc. and Amplify Snack Brands, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 18, 2017).
99.2		Joint Press Release issued on December 18, 2017 by Amplify Snack Brands, Inc. and Hershey**
3.1		Amended and Restated Certificate of Incorporation of Amplify Snack Brands, Inc.
3.2		Amended and Restated Bylaws of Amplify Snack Brands, Inc.
99.1		Press Release of The Hershey Company, dated January 31, 2018.

* Exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Amplify hereby

undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that Amplify may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934 for any exhibits or schedules so furnished. A list identifying the contents of all omitted exhibits and schedules can be found in Exhibit 2.1.

** Furnished herewith.

Forward Looking Statements

This communication may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “anticipates,” “estimates,” “expects,” “projects,” “forecasts,” “intends,” “plans,” “will,” “believes” and words and terms of similar substance used in connection with any discussion of the proposed transaction identify forward-looking statements. These forward-looking statements are based on management’s current expectations and beliefs about future events. As with any projection or forecast, they are inherently susceptible to uncertainty and changes in circumstances. Except as required by law, we are under no obligation to, and expressly disclaim any obligation to, update or alter any forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise. Various factors could adversely affect our operations, business or financial results in the future and cause our actual results to differ materially from those contained in the forward-looking statements, including the risks and uncertainties discussed in the Company’s filings with the SEC, in particular the factors discussed in detail in the “Risk Factors” sections contained in our Annual Report on Form 10-K for the year ended December 31, 2016 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, the tender offer documents to be filed by Hershey and Acquisition Sub, and the Solicitation/Recommendation Statement to be filed by the Company, as well as, among other things: (1) the ability to obtain requisite regulatory approvals required to complete the proposed transaction with Hershey, (2) the satisfaction of the conditions to the consummation of the proposed transaction, (3) the timing of the completion of the proposed transaction, (4) the potential impact of the announcement or consummation of the proposed transaction on our relationships, including with employees, suppliers and customers, and (5) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability.

Additional Information and Where to Find It

The tender offer referred to in this document has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares, nor is it a substitute for the tender offer materials that Hershey and its acquisition subsidiary will file with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, Hershey and its acquisition subsidiary will cause to be filed a tender offer statement on Schedule TO with the SEC, and the Company will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY THE COMPANY’S STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Both the tender offer statement and the solicitation/recommendation statement will be mailed to the Company’s stockholders free of charge. A free copy of the tender offer statement and the solicitation/recommendation statement will also be made available to all stockholders of the Company by accessing Amplify Snack Brands, Inc.’s website at https://amplifysnackbrands.com or upon written request to Amplify Snack Brands, Inc., 500 W. 5th Street, Suite 1350, Austin, TX 78701. In addition, the tender offer statement and the solicitation/recommendation statement (and all other documents filed with the SEC) will be available at no charge on the SEC’s website: www.sec.gov, upon filing with the SEC.

THE COMPANY’S STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the registrant has duly caused this ~~report~~Report to be signed on its behalf by the ~~undersigned~~ undersigned hereunto duly authorized.

AMPLIFY SNACK BRANDS, INC. By: /s/ Thomas C. Ennis Name: Thomas C. Ennis Title: President and Chief Executive Officer


	Amplify Snack Brands, Inc.

January 31, 2018	By:	/s/ Thomas C. Ennis

	Name:	Thomas C. Ennis
	Title:	President and Chief Executive Officer

Dated: December 18, 2017

Filing Compare · Amplify Snack Brands, INC