Andrew H Rush Form 4 MULTI COLOR / ARI J BENACERRAF ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Diamond Castle Partners 2014, L.P.

(Last) (First) (Middle)

366 MADISON AVENUE, FL 4

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MULTI COLOR Corp [ LABL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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
Common Stock	07/01/2019		D(1)		2,498,496	D	$50(1)	0	D(2)(3)
Common Stock	07/01/2019		D(1)		7,427	D	$50(1)	0	D(2)(4)
Common Stock	07/01/2019		D(1)		16,000	D	$50(1)	0	D(5)(6)
Common Stock	07/01/2019		D(1)		17,035	D	$50(1)	0	D(6)(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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

1. Name and Address of Reporting Person^*

Diamond Castle Partners 2014, L.P.

(Last) (First) (Middle)

366 MADISON AVENUE, FL 4

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DCP 2014 Deal Leaders Fund, L.P.

(Last) (First) (Middle)

366 MADISON AVENUE, FL 4

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DCP 2014 GP, L.P.

(Last) (First) (Middle)

366 MADISON AVENUE, FL 4

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DCP 2014 GP-GP, LLC

(Last) (First) (Middle)

366 MADISON AVENUE, FL 4

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BENACERRAF ARI J

(Last) (First) (Middle)

366 MADISON AVENUE, FL 4

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RANGER MICHAEL W

(Last) (First) (Middle)

366 MADISON AVENUE, FL 4

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RUSH ANDREW H

(Last) (First) (Middle)

366 MADISON AVENUE, FL 4

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") between the Issuer, W/S Packaging Holdings, Inc. ("Parent"), and Monarch Merger Corporation a wholly-owned subsidiary of Parent ("Sub"), dated February 24, 2019, each issued and outstanding share (a "Share") of common stock of the Issuer was converted into the right to receive $50.00 per Share in cash. On July 1, 2019, the transactions contemplated by the Merger Agreement were consummated, including the merger of Sub with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation following the Merger.

2. Ari J. Benacerraf, Michael W. Ranger and Andrew H. Rush, are each a managing member of DCP 2014 GP-GP, LLC, (the "2014 GP-GP"). The 2014 GP-GP is the general partner of DCP 2014 GP, L.P., (the "2014 GP"). The 2014 GP is the general partner of both Diamond Castle Partners 2014, L.P. (the "2014 Fund") and DCP 2014 Deal Leaders Fund, L.P. (the "2014 DL Fund").

3. Shares of Common Stock held directly by the 2014 Fund.

4. Shares of Common Stock held directly by the 2014 DL Fund.

5. Shares of Common Stock held directly by Mr. Benacerraf. Each of the other reporting persons disclaims beneficial ownership of the shares held directly by Mr. Benacerraf and this report shall not be deemed to be an admission that each such person was the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

6. Prior to the Merger, Mr. Benacerraf served on the Board of Directors of the Issuer (the "Board") and resigned from the Board upon the effective time of the Merger.

7. Shares of Common Stock held directly by Diamond Castle Holdings, LLC, an entity in which Mr. Benacerraf is a managing member.

	DIAMOND CASTLE PARTNERS 2014, L.P. By: DCP 2014 GP, L.P., its general partner By: DCP 2014 GP-GP, LLC, its general partner By: /s/ Ari J. Benacerraf Name: Ari J. Benacerraf Title: Managing Member	07/03/2019
	DCP 2014 DEAL LEADERS FUND, L.P. By: DCP 2014 GP, L.P., its general partner By: DCP 2014 GP-GP, LLC, its general partner By: /s/ Ari J. Benacerraf Name: Ari J. Benacerraf Title: Managing Member	07/03/2019
	DCP 2014 GP, L.P. By: DCP 2014 GP-GP, LLC, its general partner By: /s/ Ari J. Benacerraf Name: Ari J. Benacerraf Title: Managing Member	07/03/2019
	DCP 2014 GP-GP, LLC By: /s/ Ari J. Benacerraf Name: Ari J. Benacerraf Title: Managing Member	07/03/2019
	/s/ Ari J. Benacerraf	07/03/2019
	/s/ Michael W. Ranger	07/03/2019
	/s/ Andrew H. Rush	07/03/2019
	** Signature of Reporting Person	Date
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