III Chase S.a.r.l. CEP Form 4 Multi Packaging Solutions International / III Chase S.a.r.l. CEP 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^*

CEP III Managing GP Holdings, Ltd.

(Last) (First) (Middle)

CAYMAN CORPORATE CENTER,

27 HOSPITAL ROAD,

(Street)

GEORGE TOWN, GRAND CAYMAN E9 KY1-9008

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

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)

	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 Shares	06/06/2017		D		21,163,072	D	(1)	0	I	See footnote(2)

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^*

CEP III Managing GP Holdings, Ltd.

(Last) (First) (Middle)

CAYMAN CORPORATE CENTER,

27 HOSPITAL ROAD,

(Street)

GEORGE TOWN, GRAND CAYMAN E9 KY1-9008

(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^*

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

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

2, AVENUE CHARLES DE GAULLE, 4TH FLOOR

(Street)

LUXEMBOURG 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)

LUXEMBOURG N4 L-1653

(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)

Explanation of Responses:

1. Disposed of in exchange for $18.00 per share pursuant to the Agreement and Plan of Merger, dated as of January 23, 2017, by and among the Issuer, WestRock Company 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.

2. CEP III Chase S.a r.l. is the record holder of these shares. 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..

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 4.

	CEP III Managing GP Holdings, Ltd., By: /s/ William Conway, Director	06/06/2017
	CEP III Managing GP, L.P., By: William Conway, for and on behalf of CEP III Managing GP Holdings, Ltd. as general partner of CEP III Managing GP, L.P., By: /s/ William Conway	06/06/2017
	Carlyle Europe Partners III, L.P., By: William Conway, 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/ William Conway	06/06/2017
	CEP III Participations, S.a r.l. SICAR, Represented by David Garcelan, as Manager and authorized representative of CEP III Managing GP Holdings, Ltd., Manager By: /s/ David Garcelon	06/06/2017
	CEP III Chase S.a r.l. Represented by Represented by David Garcelan, as Manager and authorized representative of CEP III Managing S.a r.l., Manager By: /s/ David Garcelan	06/06/2017
	** Signature of Reporting Person	Date
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