Sec Form 4 Filing - Diamond Castle Partners 2014, L.P. @ 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Diamond Castle Partners 2014, 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) 366 MADISON AVENUE, FL 4 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2019 (Street) NEW YORK, NY10017 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 Stock 07/01/2019 D( 1 ) 2,498,496 D $ 50 ( 1 ) 0 D ( 2 ) ( 3 ) Common Stock 07/01/2019 D( 1 ) 7,427 D $ 50 ( 1 ) 0 D ( 2 ) ( 4 ) Common Stock 07/01/2019 D( 1 ) 16,000 D $ 50 ( 1 ) 0 D ( 5 ) ( 6 ) Common Stock 07/01/2019 D( 1 ) 17,035 D $ 50 ( 1 ) 0 D ( 6 ) ( 7 )

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 Diamond Castle Partners 2014, L.P. 366 MADISON AVENUE, FL 4 NEW YORK, NY10017 X DCP 2014 Deal Leaders Fund, L.P. 366 MADISON AVENUE, FL 4 NEW YORK, NY10017 X DCP 2014 GP, L.P. 366 MADISON AVENUE, FL 4 NEW YORK, NY10017 X DCP 2014 GP-GP, LLC 366 MADISON AVENUE, FL 4 NEW YORK, NY10017 X BENACERRAF ARI J 366 MADISON AVENUE, FL 4 NEW YORK, NY10017 X X RANGER MICHAEL W 366 MADISON AVENUE, FL 4 NEW YORK, NY10017 X RUSH ANDREW H 366 MADISON AVENUE, FL 4 NEW YORK, NY10017 X Signatures DIAMOND CASTLE PARTNERS 2014, L.P. By: DCP 2014 GP, L.P., its general partner By: DCP 2014 GP-GP, LLC, its general partner By: /s/ Ari J. Benacerraf Name: Ari J. Benacerraf Title: Managing Member 07/03/2019 Signature of Reporting Person Date DCP 2014 DEAL LEADERS FUND, L.P. By: DCP 2014 GP, L.P., its general partner By: DCP 2014 GP-GP, LLC, its general partner By: /s/ Ari J. Benacerraf Name: Ari J. Benacerraf Title: Managing Member 07/03/2019 Signature of Reporting Person Date DCP 2014 GP, L.P. By: DCP 2014 GP-GP, LLC, its general partner By: /s/ Ari J. Benacerraf Name: Ari J. Benacerraf Title: Managing Member 07/03/2019 Signature of Reporting Person Date DCP 2014 GP-GP, LLC By: /s/ Ari J. Benacerraf Name: Ari J. Benacerraf Title: Managing Member 07/03/2019 Signature of Reporting Person Date /s/ Ari J. Benacerraf 07/03/2019 Signature of Reporting Person Date /s/ Michael W. Ranger 07/03/2019 Signature of Reporting Person Date /s/ Andrew H. Rush 07/03/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") between the Issuer, W/S Packaging Holdings, Inc. ("Parent"), and Monarch Merger Corporation a wholly-owned subsidiary of Parent ("Sub"), dated February 24, 2019, each issued and outstanding share (a "Share") of common stock of the Issuer was converted into the right to receive $50.00 per Share in cash. On July 1, 2019, the transactions contemplated by the Merger Agreement were consummated, including the merger of Sub with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation following the Merger. ( 2 )Ari J. Benacerraf, Michael W. Ranger and Andrew H. Rush, are each a managing member of DCP 2014 GP-GP, LLC, (the "2014 GP-GP"). The 2014 GP-GP is the general partner of DCP 2014 GP, L.P., (the "2014 GP"). The 2014 GP is the general partner of both Diamond Castle Partners 2014, L.P. (the "2014 Fund") and DCP 2014 Deal Leaders Fund, L.P. (the "2014 DL Fund"). ( 3 )Shares of Common Stock held directly by the 2014 Fund. ( 4 )Shares of Common Stock held directly by the 2014 DL Fund. ( 5 )Shares of Common Stock held directly by Mr. 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 was the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 6 )Prior to the Merger, Mr. Benacerraf served on the Board of Directors of the Issuer (the "Board") and resigned from the Board upon the effective time of the Merger. ( 7 )Shares of Common Stock held directly by Diamond Castle Holdings, LLC, an entity in which Mr. Benacerraf is a managing member.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.