SE Wendel Form 3 MULTI COLOR / Flexibles Holding GmbH Constantia 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^*

Constantia Flexibles Holding GmbH

(Last) (First) (Middle)

HANDELSKAI 92, RIVERGATE

(Street)

1200 VIENNA C4

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/31/2017

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

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	3,383,170	D(1)
Common Stock	3,383,170	I(2)	See Footnote(2)
Common Stock	3,383,170	I(2)	See Footnote(2)
Common Stock	3,383,170	I(2)	See Footnote(2)
Common Stock	3,383,170	I(2)	See Footnote(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^*

Constantia Flexibles Holding GmbH

(Last) (First) (Middle)

HANDELSKAI 92, RIVERGATE

(Street)

1200 VIENNA C4

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Constantia Lux SarL

(Last) (First) (Middle)

5 RUE PIERRE D'ASPELT

(Street)

GRAND-DUCHY OF LUXEMBOURG N4 L-1142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Constantia Lux Parent S.A.

(Last) (First) (Middle)

5 RUE PIERRE D'ASPELT

(Street)

GRAND-DUCHY OF LUXEMBOURG N4 L-1142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Wendel SE

(Last) (First) (Middle)

89 RUE TAITBOUT

(Street)

PARIS 75009 I0

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Wendel-Participations SE

(Last) (First) (Middle)

89 RUE TAITBOUT

(Street)

PARIS 75009 I0

(City) (State) (Zip)

Explanation of Responses:

1. Represents the amount of shares obtained by Constantia Flexibles Holding GmbH ("CFlex Holding") in connection with the transactions contemplated by a Sale and Purchase Agreement, dated as of July 16, 2017 (the "Sale and Purchase Agreement"), by and among Multi-Color Corporation ("MCC"), Constantia Flexibles Germany GmbH, Constantia Flexibles International GmbH, CFlex Group (as defined below), and GPC Holdings B.V. Upon the consummation of the transaction contemplated by the Sale and Purchase Agreement on October 31, 2017 (the "Sale"), CFlex Holding received 3,383,170 shares of common stock, no par value, of MCC (the "Common Stock"), which represents 19.9% of MCC's shares of common stock issued and outstanding as of the close of business on July 16, 2017, the date of signing.

2. Wendel-Participations SE holds approximately 36.66% of the share capital, and 50.13% of the exercisable voting rights (on the basis of the total number of shares and voting rights of Wendel SE as of September 30, 2017), and has the ability to appoint a majority of the members of the supervisory board, of Wendel SE, a French investment company. Wendel SE indirectly owns 60.78% of the equity and has the ability to nominate a majority of the directors, of Constantia Lux Parent S.A. ("CFlex Parent"). CFlex Parent is the sole equityholder of CFlex Lux. Constantia Lux S.a r.l ("CFlex Lux") is the sole equity holder and has an ability to appoint a majority of the supervisory board, of CFlex Holding. Accordingly, upon CFlex Germany's acquisition and the transfer of the Common Stock to CFlex Holding, each of Wendel-Participations SE, Wendel SE, CFlex Parent and CFlex Lux became an indirect beneficial owner of the Common Stock.

Remarks:

	CONSTANTIA FLEXIBLES HOLDING GMBH, By: /s/ Martin SchneeweiB, Name: Martin SchneeweiB, Title: By power of attorney	11/09/2017
	CONSTANTIA LUX S.A R.L., By: /s/ Jean-Yves Hemery, Name: Jean-Yves Hemery, Title: Authorized Signatory, By: /s/ Charles Krombach, Name: Charles Krombach, Title: Authorized Signatory	11/09/2017
	CONSTANTIA LUX PARENT S.A., By: /s/ Jean-Yves Hemery, Name: Jean-Yves Hemery, Title: Authorized Signatory, By: /s/ Charles Krombach, Name: Charles Krombach, Title: Authorized Signatory	11/09/2017
	WENDEL SE, By: /s/ Caroline Bertin Delacour, Name: Caroline Bertin Delacour, Title: Authorized Signatory	11/09/2017
	WENDEL PARTICIPATIONS SE, By: /s/ Francois de Wendel, Name: Francois de Wendel, Title: Authorized Signatory	11/09/2017
	** Signature of Reporting Person	Date
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