Advent International GPE VII Form 3 NCS Multistage / INTERNATIONAL CORP/MA ADVENT ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL CORP/MA

(Last) (First) (Middle)

C/O ADVENT INTERNATIONAL CORPORATION

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON MA 02109

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/27/2017

3. Issuer Name and Ticker or Trading Symbol
NCS Multistage Holdings, Inc. [ NCSM ]

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

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

5. 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 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	30,943,536(1)(2)(3)(4)(5)(6)	I	See Notes(1)(2)(3)(4)(5)(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: 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

1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL CORP/MA

(Last) (First) (Middle)

C/O ADVENT INTERNATIONAL CORPORATION

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Advent Partners GPE VII Limited Partnership

(Last) (First) (Middle)

C/O ADVENT INTERNATIONAL CORPORATION

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Advent Partners GPE VII Cayman Limited Partnership

(Last) (First) (Middle)

C/O ADVENT INTERNATIONAL CORPORATION

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Advent Partners GPE VII-A Limited Partnership

(Last) (First) (Middle)

C/O ADVENT INTERNATIONAL CORPORATION

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Advent Partners GPE VII-A Cayman Limited Partnership

(Last) (First) (Middle)

C/O ADVENT INTERNATIONAL CORPORATION

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Advent Partners GPE VII-B Cayman Limited Partnership

(Last) (First) (Middle)

C/O ADVENT INTERNATIONAL CORPORATION

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Advent International GPE VII, LLC

(Last) (First) (Middle)

C/O ADVENT INTERNATIONAL CORPORATION

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GPE VII GP Limited Partnership

(Last) (First) (Middle)

C/O ADVENT INTERNATIONAL CORPORATION

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GPE VII GP (Delaware) Limited Partnership

(Last) (First) (Middle)

C/O ADVENT INTERNATIONAL CORPORATION

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON MA 02109

(City) (State) (Zip)

Explanation of Responses:

1. Represents 30,943,536 shares held directly by Advent-NCS Acquisition Limited Partnership ("Advent-NCS LP"), of which 3,864,846 shares are indirectly owned by Advent International GPE VII Limited Partnership ("AI GPE VII"), 3,577,074 shares are indirectly owned by Advent International GPE VII-A Limited Partnership ("AI GPE VII-A"), 8,989,098 shares are indirectly owned by Advent International GPE VII-B Limited Partnership ("AI GPE VII-B"), 2,856,087 shares are indirectly owned by Advent International GPE VII-C Limited Partnership ("AI GPE VII-C"), (CONTINUED IN NEXT FOOTNOTE)

2. (CONTINUTED FROM PREVIOUS FOOTNOTE) 2,314,575 shares are indirectly owned by Advent International GPE VII-D Limited Partnership ("AI GPE VII-D"), 6,476,481 shares are indirectly owned by Advent International GPE VII-E Limited Partnership ("AI GPE VII-E"), 835,476 shares are indirectly owned by Advent International GPE VII-F Limited Partnership ("AI GPE VII-F"), 835,476 shares are indirectly owned by Advent International GPE VII-G Limited Partnership ("AI GPE VII-G"), 504,381 shares are indirectly owned by Advent International GPE VII-H Limited Partnership ("AI GPE VII-H"), 12,378 shares are indirectly owned by Advent Partners GPE VII Limited Partnership ("AP GPE VII"), 30,945 shares are indirectly owned by Advent Partners GPE VII-A Limited Partnership ("AP GPE VII-A"), (CONTINUED IN NEXT FOOTNOTE)

3. (CONTINUTED FROM PREVIOUS FOOTNOTE) 303,246 shares are indirectly owned by Advent Partners GPE VII-B Cayman Limited Partnership ("AP GPE VII-B Cayman"), 272,304 shares are indirectly owned by Advent Partners GPE VII Cayman Limited Partnership ("AP GPE VII Cayman") and 71,169 shares are indirectly owned by Advent Partners GPE VII-A Cayman Limited Partnership ("AP GPE VII-A Cayman").

4. Advent International Corporation ("AIC") is the manager of Advent International LLC ("AILLC") and of Advent International GPE VII, LLC ("AI GPE VII GP"). AI GPE VII GP is the general partner of each of AP GPE VII, AP GPE VII-A, AP GPE VII Cayman, AP GPE VII-A Cayman and AP GPE VII-B Cayman (collectively, the "AP Funds"). AI GPE VII GP also is the general partner of GPE VII GP Limited Partnership ("GPE VII GP"), which is the general partner of each of AI GPE VII-A, AI GPE VII-E and AI GPE VII-H (collectively, the "GPE VII GP Funds"). AI GPE VII GP also is the general partner of GPE VII GP (Delaware) Limited Partnership ("GPE VII GP DE"), which is the general partner of each of AI GPE VII, AI GPE VII-B, AI GPE VII-C, AI GPE VII-D, AI GPE VII-F and AI GPE VII-G (collectively, the "GPE VII GP DE Funds").

5. Advent-NCS GP LLC ("Advent-NCS GP") is the general partner of Advent-NCS LP. The AP Funds, GPE VII GP Funds and GPE VII GP DE Funds collectively own 100% of the limited partnership interests in Advent-NCS LP.

6. Each of AIC, AILLC, AI GPE VII GP, GPE VII GP, GPE VII GP DE, Advent-NCS GP, Advent-NCS LP, each of the AP Funds, each of the GPE VII GP Funds and each of the GPE VII GP DE Funds are referred to herein as the "Reporting Persons". Each Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of its respective pecuniary interest therein, if any, and the inclusion of these shares in their report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose.

Remarks:

This Form 3 is the second of three Forms 3 being filed relating to the same event. The Form 3 has been split into three filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons. Each Form 3 will be filed by Designated Filer Advent International Corporation.

	/s/ Richard Terranova, Attorney-in-Fact	04/27/2017
	/s/ Richard Terranova, Attorney-in-Fact	04/27/2017
	/s/ Richard Terranova, Attorney-in-Fact	04/27/2017
	/s/ Richard Terranova, Attorney-in-Fact	04/27/2017
	/s/ Richard Terranova, Attorney-in-Fact	04/27/2017
	/s/ Richard Terranova, Attorney-in-Fact	04/27/2017
	/s/ Richard Terranova, Attorney-in-Fact	04/27/2017
	/s/ Richard Terranova, Attorney-in-Fact	04/27/2017
	/s/ Richard Terranova, Attorney-in-Fact	04/27/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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