III Chase S.a.r.l. CEP Form 3 Multi Packaging Solutions International / III Participations, S.a.r.l. SICAR CEP 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^*

CEP III Managing GP Holdings, Ltd.

(Last) (First) (Middle)

C/O INTERTRUST CORPORATE SERVICES,

190 ELGIN AVENUE,

(Street)

GEORGETOWN, GRAND CAYMAN E9 KY1-9005

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/21/2015

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

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 Shares	30,969,716	I	See footnotes(1)(2)

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^*

CEP III Managing GP Holdings, Ltd.

(Last) (First) (Middle)

C/O INTERTRUST CORPORATE SERVICES,

190 ELGIN AVENUE,

(Street)

GEORGETOWN, GRAND CAYMAN E9 KY1-9005

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Chase Manco, G.P. Ltd

(Last) (First) (Middle)

1ST AND 2ND FLOORS, ELIZABETH HOUSE,

LES RUETTES BRAYES,

(Street)

ST. PETER PORT Y7 GY1 1 EW

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CHASE MANCO, L.P.

(Last) (First) (Middle)

1ST AND 2ND FLOORS, ELIZABETH HOUSE,

LES RUETTES BRAYES,

(Street)

ST. PETER PORT Y7 GY1 1EW

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CEP III Participations, S.a.r.l. SICAR

(Last) (First) (Middle)

C/O THE CARLYLE GROUP,

2, AVENUE CHARLES DE GAULLE, 4TH FLOOR,

(Street)

LUXEMBORG N4 L -1653

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CEP III Chase S.a.r.l.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP,

2, AVENUE CHARLES DE GAULLE, 4TH FLOOR,

(Street)

LUXEMBORG N4 L -1653

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CEP III Managing GP, L.P.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

50 LOTHIAN RD., FESTIVAL SQUARE

(Street)

EDINBURGH X0 EH3 9WJ

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carlyle Europe Partners III, L.P.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP 1001

PENNSYLVANIA AVE. NW, SUITE 220 S.

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Chesapeake Holdings Ltd.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE. NW, SUITE 220 S.

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Chase-Mustang Newco Ltd.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE. NW, SUITE 220 S.

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Chesapeake Finance 1 Ltd.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE. NW, SUITE 220 S.

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

Explanation of Responses:

1. The shares reported herein are held of record by Chesapeake Finance 1 Ltd. Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the managing member of Carlyle Holdings II GP L.L.C., which is the general partner of Carlyle Holdings II L.P., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole shareholder of CEP III Managing GP Holdings, Ltd., which is the general partner of CEP III Managing GP, L.P., which is the general partner of Carlyle Europe Partners III, L.P., which is the sole shareholder of CEP III Participations, S.a r.l., SICAR, which is the sole shareholder of CEP III Chase S.a r.l. ("CEP III"), which is the sole shareholder of Chase Manco, G.P. Limited, which is the general partner of Chase Manco LP.

2. CEP III is also the majority shareholder of Chesapeake Holdings Ltd., which is the sole shareholder of Chase-Mustang Newco Ltd., which is the sole shareholder of Chesapeake Finance 1 Ltd.

Remarks:

Due to the limitations of the electronic filing system, each of Carlyle Group Management L.L.C., The Carlyle Group L.P., Carlyle Holdings II GP L.L.C., Carlyle Holdings II L.P., T.C. Group Cayman Investment Holdings, L.P. and T.C. Group Cayman Investment Holdings Sub L.P. are filing a separate Form 3. Exhibit List Exhibit 24 - Power of Attorney

	CEP III Managing GP Holdings, Ltd. By: /s/ David Pearson	10/21/2015
	CEP III Managing GP, L.P. By: David Pearson for and on behalf of CEP III Managing GP Holdings, Ltd. By: /s/ David Pearson	10/21/2015
	Carlyle Europe Partners III, L.P. By: David Pearson for and on behalf of CEP III Managing GP Holdings, Ltd., as general partner of CEP III Managing GP, L.P., as GP of Carlyle Europe Partners III, L.P., By: /s/ David Pearson	10/21/2015
	CEP III Participations, S.a r.l. SICAR, Represented by Andrew Howlett-Bolton, as Manager and authorized representative of CEP III Managing GP Holdings, Ltd., Manager, By: /s/ Andrew Howlett-Bolton	10/21/2015
	CEP III Chase S.a r.l. Represented by Andrew Howlett-Bolton, as Manager and authorized representative of CEP III Advisor S.a r.l., Manager, By: /s/ Andrew Howlett-Bolton	10/21/2015
	Chase Manco G.P. Limited By: Zeina Bain, Director	10/21/2015
	Chase Manco, L.P. By: Chase Manco G.P. Limited, its general partner, By: Zeina Bain, Director	10/21/2015
	Chesapeake Holdings Ltd. By: Zeina Bain, Director	10/21/2015
	Chase-Mustang Newco Ltd. By: Zeina Bain, Director	10/21/2015
	Chesapeake Finance 1 Ltd. By: Zeina Bain, Director	10/21/2015
	** Signature of Reporting Person	Date
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