SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* DIAMOND CASTLE PARTNERS IV L P (Last) (First) (Middle) C/O DIAMOND CASTLE HOLDINGS, LLC 280 PARK AVE, 25TH FLR, EAST TOWER (Street) NEW YORK NY 10017 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 11/17/2014
	4. 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 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)
			Code	V	Amount	(A) or (D)	Price
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)

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 Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person* DIAMOND CASTLE PARTNERS IV L P (Last) (First) (Middle) C/O DIAMOND CASTLE HOLDINGS, LLC 280 PARK AVE, 25TH FLR, EAST TOWER (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DIAMOND CASTLE PARTNERS IV-A L P (Last) (First) (Middle) C/O DIAMOND CASTLE HOLIDNGS, LLC 280 PARK AVE, 25TH FLR, EAST TOWER (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DEAL LEADERS FUND L P (Last) (First) (Middle) C/O DIAMOND CASTLE HOLDINGS, LLC 280 PARK AVE, 25TH FLR, EAST TOWER (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DCP IV GP, L.P. (Last) (First) (Middle) C/O DIAMOND CASTLE HOLDINGS, LLC 280 PARK AVE, 25TH FLR, EAST TOWER (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DCP IV GP-GP, LLC (Last) (First) (Middle) C/O DIAMOND CASTLE HOLDINGS, LLC 280 PARK AVE, 25TH FLR, EAST TOWER (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BENACERRAF ARI J (Last) (First) (Middle) C/O DIAMOND CASTLE HOLDINGS, LLC 280 PARK AVE, 25TH FLR, EAST TOWER (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RANGER MICHAEL W (Last) (First) (Middle) C/O DIAMOND CASTLE HOLDINGS, LLC 280 PARK AVE, 25TH FLR, EAST TOWER (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RUSH ANDREW H (Last) (First) (Middle) C/O DIAMOND CASTLE HOLDINGS, LLC 280 PARK AVE, 25TH FLR, EAST TOWER (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

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.

	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
	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
	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
	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
	DCP IV GP-GP, LLC; By: /s/ William J. Denehy as Attorney-in-Fact	11/19/2014
	Ari J. Benacerraf; By: /s/ William J. Denehy as Attorney-in-Fact	11/19/2014
	Michael W. Ranger; By: /s/ William J. Denehy as Attorney-in-Fact	11/19/2014
	Andrew H. Rush; By: /s/ William J. Denehy as Attorney-in-Fact	11/19/2014
	** Signature of Reporting Person	Date
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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