Sec Form 4 Filing - Birkett Sharon E. @ MULTI COLOR Corp - 2019-07-01

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 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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1. Name and Address of Reporting Person Birkett Sharon E. 2. Issuer Name and Ticker or Trading Symbol MULTI COLOR Corp [ LABL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 4053 CLOUGH WOODS DR 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2019 (Street) BATAVIA, OH45103 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Stock 07/01/2019 A 9,524 ( 1 ) A 20,219 D Common Stock 07/01/2019 D 20,219 ( 2 ) D $ 50 0 D Common Stock 07/01/2019 D 4,757 ( 2 ) D $ 50 0 I By 401(k) Plan

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Options to Purchase $ 23.35 07/01/2019 D( 3 ) 5,000 05/12/2012 05/12/2021 Common Stock 5,000 ( 3 ) 0 D Options to Purchase $ 28.09 07/01/2019 D( 3 ) 5,000 05/16/2014 05/16/2023 Common Stock 5,000 ( 3 ) 0 D Options to Purchase $ 34.15 07/01/2019 D( 3 ) 5,000 05/21/2015 05/21/2024 Common Stock 5,000 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Birkett Sharon E. 4053 CLOUGH WOODS DR BATAVIA, OH45103 Chief Financial Officer Signatures /s/ Sharon E. Birkett, by Jocelyn F. Manning, Attorney-in-Fact 07/03/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger, dated as of February 24, 2019, among the Issuer, W/S Packaging Holdings, Inc. and Monarch Merger Corporation (the "Merger Agreement"), performance share units previously awarded but with performance criteria that had not yet been satisfied were deemed to have been satisfied at the target level of performance and immediately vested. These performance share units were then converted into the number of shares subject to such performance share unit. ( 2 )Represents shares of common stock that were cancelled and converted into the right to receive $50 per share pursuant to the Merger Agreement. ( 3 )Pursuant to the Merger Agreement, these Company Options became fully vested and, at the Effective Time, were cancelled and the Reporting Person was entitled to receive a payment in cash in an amount equal to the product of (i) the total number of Shares subject to such cancelled Company Option (whether vested or unvested), multiplied by (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to such cancelled Company Option, without interest.

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