FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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 * Thompson Sean 2. Date of Event Requiring Statement (MM/DD/YYYY)
10/17/2020 

3. Issuer Name and Ticker or Trading Symbol Party City Holdco Inc. [PRTY]
(Last)       (First)       (Middle)
C/O PARTY CITY HOLDCO INC., 80 GRASSLANDS ROAD
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
See Remarks /
(Street)
ELMSFORD, NY 10523      
(City)             (State)             (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line)_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.01 per share ("Common Stock)  35587 (1) D   
Common Stock  683381 (2) D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  The shares reported are restricted shares of Common Stock granted to the reporting person on July 18, 2020, under the Company's equity plan. The shares shall vest in two equal installments on November 4, 2020 and November 4, 2021.
(2)  Represents performance-based restricted stock units ("PRSUs") granted to the Reporting Person under the Issuer's Amended and Restated 2012 Omnibus Equity Incentive Plan. Each PRSU represents the contingent right to receive one share of Common Stock. The PRSUs will vest in quarters if the volume weighted average of the fair market value per share of the Common Stock meets or exceeds $2.50, $5.00, $7.50, and $10.00, respectively, for a period of not less than 90 consecutive calendar days on the New York Stock Exchange, subject to the Reporting Person's continued employment by the Issuer through each vesting date.

Remarks:
Exhibit 24 - Power of Attorney

Executive Vice President and Chief Commercial Officer

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Thompson Sean
C/O PARTY CITY HOLDCO INC.
80 GRASSLANDS ROAD
ELMSFORD, NY 10523


See Remarks

Signatures
/s/ Ian Heller, attorney-in-fact 10/26/2020
**Signature of Reporting Person Date