Edgar Filing: MULTI COLOR Corp

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DIAMOND CASTLE PARTNERS IV L P

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

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

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

(Last)

(First)

(Middle)

C/O DIAMOND CASTLE HOLDINGS, LLC, 280 PARK AVE, 25TH FLR, EAST TOWER

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2014

(Street)

NEW YORK, NY 10017

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/17/2014		J⁽¹⁾⁽⁴⁾⁽⁵⁾		1,799,436	D	⁽¹⁾	0	D ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁹⁾
Common Stock	11/17/2014		J⁽²⁾⁽⁴⁾⁽⁵⁾		682,332	D	⁽²⁾	0	D ⁽⁴⁾ ⁽⁵⁾ ⁽⁷⁾ ⁽⁹⁾
Common Stock	11/17/2014		J⁽³⁾⁽⁴⁾⁽⁵⁾		24,155	D	⁽³⁾	0	D ⁽⁴⁾ ⁽⁵⁾ ⁽⁸⁾ ⁽⁹⁾
Common Stock	11/17/2014		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾		2,498,496	A	⁽¹⁾ ⁽²⁾ ⁽³⁾	2,498,496	I ⁽⁴⁾ ⁽⁵⁾ ⁽⁹⁾ ⁽¹⁰⁾	By partnership
Common Stock	11/17/2014		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾		7,427	A	⁽¹⁾ ⁽²⁾ ⁽³⁾	7,427	I ⁽⁴⁾ ⁽⁵⁾ ⁽⁹⁾ ⁽¹¹⁾	By partnership
Common Stock								12,000	D ⁽¹²⁾

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DIAMOND CASTLE PARTNERS IV L P C/O DIAMOND CASTLE HOLDINGS, LLC 280 PARK AVE, 25TH FLR, EAST TOWER NEW YORK, NY 10017		X
DIAMOND CASTLE PARTNERS IV-A L P C/O DIAMOND CASTLE HOLIDNGS, LLC 280 PARK AVE, 25TH FLR, EAST TOWER NEW YORK, NY 10017		X
DEAL LEADERS FUND L P C/O DIAMOND CASTLE HOLDINGS, LLC 280 PARK AVE, 25TH FLR, EAST TOWER NEW YORK, NY 10017		X
DCP IV GP, L.P. C/O DIAMOND CASTLE HOLDINGS, LLC 280 PARK AVE, 25TH FLR, EAST TOWER NEW YORK, NY 10017		X
DCP IV GP-GP, LLC C/O DIAMOND CASTLE HOLDINGS, LLC 280 PARK AVE, 25TH FLR, EAST TOWER NEW YORK, NY 10017		X
BENACERRAF ARI J C/O DIAMOND CASTLE HOLDINGS, LLC 280 PARK AVE, 25TH FLR, EAST TOWER NEW YORK, NY 10017	X	X
RANGER MICHAEL W C/O DIAMOND CASTLE HOLDINGS, LLC 280 PARK AVE, 25TH FLR, EAST TOWER NEW YORK, NY 10017		X
RUSH ANDREW H C/O DIAMOND CASTLE HOLDINGS, LLC 280 PARK AVE, 25TH FLR, EAST TOWER NEW YORK, NY 10017		X

Signatures

Diamond Castle Partners IV, L.P., By: DCP IV GP, L.P., its General Partner; By: DCP IV GP-GP, LLC, its General Partner; By: /s/ William J. Denehy as Attorney-in-Fact		11/19/2014
^**Signature of Reporting Person		Date
Diamond Castle Partners IV-A, L.P., By: DCP IV GP, L.P., its General Partner; By: DCP IV GP-GP, LLC, its General Partner; By: /s/ William J. Denehy as Attorney-in-Fact		11/19/2014
^**Signature of Reporting Person		Date
Deal Leaders Fund, L.P., By: DCP IV GP, L.P., its General Partner; By: DCP IV GP-GP, LLC, its General Partner; By: /s/ William J. Denehy as Attorney-in-Fact		11/19/2014
^**Signature of Reporting Person		Date
DCP IV GP, L.P.; By: DCP IV GP-GP, LLC, its General Partner; By: /s/ William J. Denehy as Attorney-in-Fact		11/19/2014
^**Signature of Reporting Person		Date
DCP IV GP-GP, LLC; By: /s/ William J. Denehy as Attorney-in-Fact		11/19/2014
^**Signature of Reporting Person		Date
Ari J. Benacerraf; By: /s/ William J. Denehy as Attorney-in-Fact		11/19/2014
^**Signature of Reporting Person		Date
Michael W. Ranger; By: /s/ William J. Denehy as Attorney-in-Fact		11/19/2014
^**Signature of Reporting Person		Date
Andrew H. Rush; By: /s/ William J. Denehy as Attorney-in-Fact		11/19/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	In connection with a recapitalization (the "recapitalization") of Diamond Castle Partners IV, L.P. ("Fund IV"), Diamond Castle Partners IV, L.P. ("Fund IV-A") and Deal Leaders Fund, L.P. ("DL Fund), Fund IV contributed assets to affiliated funds, including all of its shares of Common Stock in the following amounts: (a) 1,799,037 shares to Diamond Castle Partners 2014, L.P. (the "2014 Fund") in exchange for 10.463% of the 2014 Fund's then outstanding limited partner interests and (b) 399 shares of Common Stock to DCP 2014 Deal Leaders Fund, L.P. (the "2014 DL Fund") in exchange for 0.655% of the 2014 DL Fund's then outstanding limited partner interests.
(2)	In connection with the recapitalization, Fund IV-A contributed assets to affiliated funds, including all of its shares of Common Stock in the following amounts: (a) 682,304 shares to the 2014 Fund in exchange for 3.968% of the 2014 Fund's then outstanding limited partner interests and (b) 28 shares of Common Stock to the 2014 DL Fund in exchange for 0.047% of the 2014 DL Fund's then outstanding limited partner interests.
(3)	In connection with the recapitalization, the DL Fund contributed assets to affiliated funds, including all of its shares of Common Stock in the following amounts: (a) 17,155 shares to the 2014 Fund in exchange for 0.1% of the 2014 Fund's then outstanding limited partner interests and (b) 7,000 shares of Common Stock to the 2014 DL Fund in exchange for 11.48% of the 2014 DL Fund's then outstanding limited partner interests.
(4)	DCP IV GP, L.P. (the "Fund IV GP") is the general partner of Fund IV, Fund IV-A and the DL Fund, and DCP IV GP-GP, LLC (the "Fund IV GP-GP") is its general partner (collectively, the "Fund IV entities"). DCP 2014 GP, L.P. (the "2014 GP") is the general partner of both the 2014 Fund and the 2014 DL Fund, and DCP 2014 GP-GP, LLC (the "2014 GP-GP") is its general partner (collectively, the "2014 Fund entities"). As described in footnote (9) of this Form 4, the Fund IV entities and the 2014 Fund entities are ultimately controlled by the same persons. A Form 3 is being filed today by the 2014 Fund entities to report their beneficial ownership of the shares of Common Stock reported in this Form 4.
(5)	Each of the Fund IV entities disclaims beneficial ownership of the shares held by the 2014 Fund entities and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. In addition, each of the 2014 Fund and the 2014 DL Fund disclaims beneficial ownership of the securities owned by the other and this report shall not be deemed to be an admission that it is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(6)	Shares of Common Stock formerly held by Fund IV.
(7)	Shares of Common Stock formerly held by Fund IV-A.
(8)	Shares of Common Stock formerly held by the DL Fund.
(9)	Ari J. Benacerraf, Michael W. Ranger and Andrew H. Rush are the managing members of the Fund IV GP-GP. Also, Messrs. Benacerraf, Ranger and Rush are the managing members of the 2014 GP-GP. Each of them disclaims beneficial ownership of the securities reported in this Form 4, except to the extent of his pecuniary interest and this report shall not be deeemd to be an admission that such person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
(10)	Shares of Common Stock held directly by the 2014 Fund.
(11)	Shares of Common Stock held directly by the 2014 DL Fund.
(12)	Shares of Common Stock held directly by Ari J. Benacerraf. Each of the other reporting persons disclaims beneficial ownership of the shares held directly by Mr. Benacerraf and this report shall not be deemed to be an admission that each such person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Remarks: As described in footnotes (4), (5) and (9) of this Form 4, Messrs. Benacerraf, Ranger and Rush, by virtue of their positions as managing members of the 2014 GP-GP (and for Mr. Benacerraf as a director of the Issuer), continue to be the beneficial owners of the shares of Common Stock reported in this Form 4 and therefore remain subject to Section 16 with respect to the shares and this report shall not be deemed an exit report with respect to such persons.

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