PRTY Party City Holdco Inc

(1)

Includes all shares owned by Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., THL Coinvestment Partners, L.P., THL Operating Partners, L.P., THL PC Topco, L.P., THL Equity Fund VI Investors (PC), L.P., Great-West Investors, L.P. and Putnam Investments Employees’ Securities Company III LLC.

1	NAMES OF REPORTING PERSONS
	Thomas H. Lee Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			-0-(1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			-0-(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	-0-(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)

Includes all shares owned by Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., THL Coinvestment Partners, L.P., THL Operating Partners, L.P., THL PC Topco, L.P., THL Equity Fund VI Investors (PC), L.P., Great-West Investors, L.P. and Putnam Investments Employees’ Securities Company III LLC.

(1)

Includes all shares owned by Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., THL Coinvestment Partners, L.P., THL Operating Partners, L.P., THL PC Topco, L.P., THL Equity Fund VI Investors (PC), L.P., Great-West Investors, L.P. and Putnam Investments Employees’ Securities Company III LLC.

(1)

Includes all shares owned by Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., THL Coinvestment Partners, L.P., THL Operating Partners, L.P., THL PC Topco, L.P., THL Equity Fund VI Investors (PC), L.P., Great-West Investors, L.P. and Putnam Investments Employees’ Securities Company III LLC.

Party City Holdco Inc. (“Issuer”)

80 Grasslands Road

Elmsford, NY  10523

This statement is being filed on behalf of the following (collectively, the “Reporting Persons): (1) THL Holdco, LLC, a Delaware limited liability company (“THL Holdco”); (2) Thomas H. Lee Advisors, LLC, a Delaware limited liability company (“Advisors”); (3) Thomas H. Lee Partners, L.P., a Delaware limited partnership (“THL Partners”); (4) THL Equity Advisors VI, LLC, a Delaware limited liability company (“THL Equity Advisors VI”); (5) Thomas H. Lee Equity Fund VI, L.P., a Delaware limited partnership (“THL Equity VI”); (6) Thomas H. Lee Parallel Fund VI, L.P., a Delaware limited partnership (“Parallel Fund VI”); (7) Thomas H. Lee Parallel (DT) Fund VI, L.P., a Delaware limited partnership (“DT Fund VI”); (8) THL Coinvestment Partners, L.P., a Delaware limited partnership (“THL Coinvestment”); (9) THL Operating Partners, L.P., a Delaware limited partnership (“THL Operating”); (10) THL PC Topco, L.P., a Delaware limited partnership (“THL Topco”); (11) THL Equity Fund VI Investors (PC), L.P., a Delaware limited partnership (“THL PC”); (12) Great-West Investors, L.P., a Delaware limited partnership (“Great West”); (13) Putnam Investments Employees’ Securities Company III LLC, a Delaware limited liability company (“Putnam III”).  Entities (1) through (11) are referred to as the “THL Entities”.

THL Holdco is the managing member of Advisors, which is the general partner of THL Partners, which in turn is the general partner of THL Coinvestment and the sole member of THL Equity Advisors VI.  THL Equity Advisors VI is the general partner of THL Equity VI, Parallel Fund VI, DT Fund VI, THL Operating, THL Topco and THL PC.  THL Advisors is attorney-in-fact of Great West and Putnam Investments, LLC, which is the managing member of Putnam Investments Holdings, LLC, which in turn is the managing member of Putnam III.

For the THL Entities:

c/o Thomas H. Lee Partners, L.P.

100 Federal Street, 35th Floor

Boston, MA 02110

For Great West:

Great-West Investors, L.P.

8515 East Orchard Road, 3T2

Greenwood Village, CO  80111

For Putnam III:

c/o Putnam Investments, LLC

100 Federal Street

Boston, MA 02110

THL Holdco, LLC – Delaware

Thomas H. Lee Advisors, LLC – Delaware

Thomas H. Lee Partners, L.P. – Delaware

THL Equity Advisors VI, LLC – Delaware

Thomas H. Lee Equity Fund VI, L.P. – Delaware

Thomas H. Lee Parallel Fund VI, L.P. – Delaware

Thomas H. Lee Parallel (DT) Fund VI, L.P. – Delaware

THL Coinvestment Partners, L.P. – Delaware

THL Operating Partners, L.P. – Delaware

THL PC Topco, L.P. – Delaware

THL Equity Fund VI Investors (PC), L.P. – Delaware

Great-West Investors, LP – Delaware

Putnam Investments Employees’ Securities Company III LLC – Delaware

Common Stock, par value $0.01 per share (“Common Stock”)

702149105

This Schedule 13G is being filed on behalf of the Reporting Persons. As of December 31, 2019, the Reporting Persons beneficially owned zero (0) shares of the Issuer’s Common Stock.

Item 4(b)          Percent of Class

See Item 4(a) hereof

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be beneficial owners of more than 5 percent of the Common Stock, check the following: [X].

The responses of the Reporting Persons to Items 2(a) and 4(a) are incorporated herein by reference.

Under certain circumstances, partners or members of a Reporting Person, as the case may be, could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock owned by such Reporting Person.

Not Applicable.

See Item 4(a) above.

Not Applicable.

Not Applicable.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2020	THOMAS H. LEE ADVISORS, LLC
	By: THL Holdco, LLC, its managing member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title:   Chief Financial Officer, Funds

Date: February 14, 2020	THOMAS H. LEE PARTNERS, L.P.
	By: Thomas H. Lee Advisors, its general partner
	By: THL Holdco, LLC, its managing member
	By:	/s/ Mark A. Garcia
		Name: Mark A. Garcia
		Title:   Chief Financial Officer, Funds

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.