Sec Form 4 Filing - CEP III Managing GP Holdings, Ltd. @ Multi Packaging Solutions International Ltd - 2017-06-06

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 CEP III Managing GP Holdings, Ltd. 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) (Last) (First) (Middle) CAYMAN CORPORATE CENTER,, 27 HOSPITAL ROAD, 3. Date of Earliest Transaction (MM/DD/YY) 06/06/2017 (Street) GEORGE TOWN, GRAND CAYMAN, E9KY1-9008 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (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 Shares 06/06/2017 D 21,163,072 D 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 (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CEP III Managing GP Holdings, Ltd. CAYMAN CORPORATE CENTER, 27 HOSPITAL ROAD, GEORGE TOWN, GRAND CAYMAN, E9KY1-9008 X CEP III Managing GP, L.P. C/O THE CARLYLE GROUP 50 LOTHIAN RD., FESTIVAL SQUARE EDINBURGHX0 EH3 9WJ X CEP III Participations, S.a.r.l. SICAR C/O THE CARLYLE GROUP 2, AVENUE CHARLES DE GAULLE, 4TH FLOOR LUXEMBOURG, N4L-1653 X CEP III Chase S.a.r.l. C/O THE CARLYLE GROUP 2, AVENUE CHARLES DE GAULLE, 4TH FLOOR LUXEMBOURG, N4L-1653 X Carlyle Europe Partners III, L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220 S. WASHINGTON, DC20004-2505 X Signatures CEP III Managing GP Holdings, Ltd., By: /s/ William Conway, Director 06/06/2017 Signature of Reporting Person Date 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 Signature of Reporting Person Date 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 Signature of Reporting Person Date 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 Signature of Reporting Person Date 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

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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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