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 * Shiesley Craig F	2. Issuer Name and Ticker or Trading Symbol Amplify Snack Brands, INC [ BETR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) See Remarks
(Last)          (First)          (Middle) 500 WEST 5TH STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 9/19/2017
(Street) AUSTIN, TX 78701 (City)        (State)        (Zip)	4. 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 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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$7.04	9/19/2017		D   (1)			1166173	(2)	9/12/2027	Common Stock	1166173	$0.00	0	D
Stock Option (Right to Buy)	$7.06	9/19/2017		A   (3)		1166173		(2)	9/12/2027	Common Stock	1166173	$0.00	1166173	D

Explanation of Responses:
(1)	The Issuer purported to grant the Reporting Person an option to purchase 1,166,173 shares of its common stock on September 12, 2017. However, this grant was not effective and is null and void.
(2)	The shares subject to the option will vest according to the following schedule: 1/3rd of the shares shall vest on September 12, 2018 and 1/36th of the shares shall vest on the last day of each month thereafter, provided that the Reporting Person continues to have a service relationship with the Issuer through each such date.
(3)	On September 19, 2017, the Compensation Committee of the Issuer's Board of Directors granted the Reporting Person a stock option award subject to the terms of the Issuer's Form of Inducement Award Non-Qualified Stock Option Agreement, which award replaces in its entirety the option award that was purported to be granted to the Reporting Person on September 12, 2017.

Remarks: Chief Operating Officer and President, North America

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Shiesley Craig F 500 WEST 5TH STREET AUSTIN, TX 78701			See Remarks

Signatures
/s/ Bradley C. Weber, as Attorney-in-Fact to the Reporting Person		9/21/2017
** 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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