Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 ^* ADVENT INTERNATIONAL CORP/MA	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)
(Last) (First) (Middle) 800 BOYLSTON STREET,	3. Date of Earliest Transaction (MM/DD/YYYY) 12/22/2017
(Street) BOSTON, MA 02199 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/22/2017		S		19841694 ⁽¹⁾	D	$12.2	0	I	See Notes ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
(1)	The shares of common stock of the Issuer were sold in connection with a stock purchase agreement by and between the Issuer and the Advent-Party City Acquisition Limited Partnership ("ACPA") pursuant to which the Issuer repurchased the shares. Following the repurchase, ACPA no longer holds any shares of the Issuer.
(2)	APCA directly held the shares of common stock of the Issuer prior to the transaction being reported. 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".
(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 first 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ADVENT INTERNATIONAL CORP/MA 800 BOYLSTON STREET BOSTON, MA 02199		X
ADVENT INTERNATIONAL GPE VI LP C/O ADVENT INTERNATIONAL CORPORATION 800 BOYLSTON STREET BOSTON, MA 02199		X
ADVENT INTERNATIONAL GPE VI-A LP C/O ADVENT INTERNATIONAL CORPORATION 800 BOYLSTON STREET BOSTON, MA 02199		X
ADVENT INTERNATIONAL GPE VI-B LP C/O ADVENT INTERNATIONAL CORPORATION 800 BOYLSTON STREET BOSTON, MA 02199		X
ADVENT INTERNATIONAL GPE VI-C LP C/O ADVENT INTERNATIONAL CORPORATION 800 BOYLSTON STREET BOSTON, MA 02199		X
ADVENT INTERNATIONAL GPE VI-D LP C/O ADVENT INTERNATIONAL CORPORATION 800 BOYLSTON STREET BOSTON, MA 02199		X
ADVENT INTERNATIONAL GPE VI-E LP C/O ADVENT INTERNATIONAL CORPORATION 800 BOYLSTON STREET BOSTON, MA 02199		X
ADVENT INTERNATIONAL GPE VI-F LP C/O ADVENT INTERNATIONAL CORPORATION 800 BOYLSTON STREET BOSTON, MA 02199		X
ADVENT INTERNATIONAL GPE VI-G LP C/O ADVENT INTERNATIONAL CORPORATION 800 BOYLSTON STREET BOSTON, MA 02199		X

Signatures
/s/ Richard Terranova, Attorney-in-Fact		12/27/2017
^** Signature of Reporting Person		Date
/s/ Richard Terranova, Attorney-in-Fact		12/27/2017
^** Signature of Reporting Person		Date
/s/ Richard Terranova, Attorney-in-Fact		12/27/2017
^** Signature of Reporting Person		Date
/s/ Richard Terranova, Attorney-in-Fact		12/27/2017
^** Signature of Reporting Person		Date
/s/ Richard Terranova, Attorney-in-Fact		12/27/2017
^** Signature of Reporting Person		Date
/s/ Richard Terranova, Attorney-in-Fact		12/27/2017
^** Signature of Reporting Person		Date
/s/ Richard Terranova, Attorney-in-Fact		12/27/2017
^** Signature of Reporting Person		Date
/s/ Richard Terranova, Attorney-in-Fact		12/27/2017
^** Signature of Reporting Person		Date
/s/ Richard Terranova, Attorney-in-Fact		12/27/2017
^** 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).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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