Multi Packaging Solutions International (MPSX) Form 4 Multi Packaging Solutions International / Rick B. Smith 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^*

Smith Rick B.

(Last) (First) (Middle)

C/O MULTI PACKAGING SOLUTIONS INTL. LTD.

885 THIRD AVENUE, 28TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Multi Packaging Solutions International Ltd [ MPSX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/06/2017

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

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. 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 Shares	06/06/2017		D		244,410	D	(1)	0	D
Common Shares	06/06/2017		D		12,580	D	(1)	0	I	By spouse

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
Restricted Stock Units	(2)	06/06/2017		D			14,981	(3)	(3)	Common Shares	14,981	(4)	0	D
Restricted Stock Units	(2)	06/06/2017		D			5,000	(5)	(5)	Common Shares	5,000	(6)	0	D
Restricted Stock Units	(2)	06/06/2017		D			5,000	(7)	(7)	Common Shares	5,000	(8)	0	D

Explanation of Responses:

1. Disposed of in exchange for $18.00 per share ("Merger Consideration") pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 23, 2017, by and among the Issuer, WestRock Company ("WestRock") and WRK Merger Sub Limited ("Merger Sub"), pursuant to which Merger Sub was merged with and into the Issuer, with the Issuer surviving such merger (the "Merger").

2. Each restricted stock unit represented a contingent right to receive one Common Share of the Issuer.

3. The restricted stock units were to vest in full on June 30, 2019, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer.

4. Pursuant to the Merger Agreement, the restricted stock units that were outstanding as of immediately prior to the effective time of the Merger ("MPS RSU") were assumed by WestRock and converted into an award of restricted stock units by WestRock with respect to a number of shares of common stock of WestRock, par value $0.01 per share ("WestRock RSU"), equal to (i) the number of common shares subject to the MPS RSU multiplied by (ii) the Exchange Ratio (as defined below), rounded to the nearest whole share. Each WestRock RSU is subject to the same terms and conditions as were applicable to such MPS RSU. "Exchange Ratio" means a fraction, the numerator of which is the Merger Consideration and the denominator of which is the average of the volume weighted average price per share of WestRock Common Stock on the New York Stock Exchange Inc. on each of the five consecutive trading days ending with the second complete trading day immediately prior to the closing date of the Merger.

5. The restricted stock units were to vest in three equal annual installments, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer.

6. Pursuant to the Merger Agreement, the MPS RSUs were assumed by WestRock and converted into a WestRock RSU, equal to (i) the number of common shares subject to the MPS RSU multiplied by (ii) the Exchange Ratio, rounded to the nearest whole share. Each WestRock RSU is subject to the same terms and conditions as were applicable to such MPS RSU.

7. The restricted stock units vested on June 6, 2017, the closing date of the Merger, based on the Issuer's satisfaction of certain performance criteria.

8. Pursuant to the Merger Agreement, the restricted stock units were disposed of in exchange for $18.00 per share multiplied by 150%, the applicable percentage based on certain performance criteria as measured on the closing date of the Merger.

Remarks:

	/s/ Rick B. Smith	06/06/2017
	** Signature of Reporting Person	Date
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