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
	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* CEP III Managing GP Holdings, Ltd. (Last) (First) (Middle) C/O INTERTRUST CORPORATE SERVICES, 190 ELGIN AVENUE, (Street) GEORGETOWN, GRAND CAYMAN E9 KY1-9005 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 10/27/2015
	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 Shares	10/27/2015		S		1,279,614	D	$12.2525	27,955,571(1)	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 (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* CEP III Managing GP Holdings, Ltd. (Last) (First) (Middle) C/O INTERTRUST CORPORATE SERVICES, 190 ELGIN AVENUE, (Street) GEORGETOWN, GRAND CAYMAN E9 KY1-9005 (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* Chase Manco, G.P. Ltd (Last) (First) (Middle) 1ST AND 2ND FLOORS, ELIZABETH HOUSE, LES RUETTES BRAYES, (Street) ST. PETER PORT Y7 GY1 1 EW (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* CHASE MANCO, L.P. (Last) (First) (Middle) 1ST AND 2ND FLOORS, ELIZABETH HOUSE, LES RUETTES BRAYES, (Street) ST. PETER PORT Y7 GY1 1EW (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* CEP III Participations, S.a.r.l. SICAR (Last) (First) (Middle) C/O THE CARLYLE GROUP, 2, AVENUE CHARLES DE GAULLE, 4TH FLOOR, (Street) LUXEMBORG N4 L-1653 (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* CEP III Chase S.a.r.l. (Last) (First) (Middle) C/O THE CARLYLE GROUP, 2, AVENUE CHARLES DE GAULLE, 4TH FLOOR, (Street) LUXEMBOURG N4 L-1653 (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* CEP III Managing GP, L.P. (Last) (First) (Middle) C/O THE CARLYLE GROUP 50 LOTHIAN RD., FESTIVAL SQUARE (Street) EDINBURGH X0 EH3 9WJ (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* Carlyle Europe Partners III, L.P. (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220 S. (Street) WASHINGTON DC 20004-2505 (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. Excludes 1,734,531 shares previously reported as beneficially owned by the Reporting Persons, which were distributed in in connection with a pro rata distribution in-kind to all shareholders of Chesapeake Holdings Ltd. CEP III Chase S.a r.l. ("CEP III") was the majority shareholder of Chesapeake Holdings Ltd.

2. Includes 26,913,072 shares held by CEP III and 1,042,499 shares held by Chase Manco L.P. 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. ("CEP III"), which is the sole shareholder of Chase Manco, G.P. Limited, which is the general partner of Chase Manco L.P.

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.

	CEP III Managing GP Holdings, Ltd. By: /s/ David Pearson	10/28/2015
	CEP III Managing GP, L.P. By: David Pearson for and on behalf of CEP III Managing GP Holdings, Ltd. By: /s/ David Pearson, attorney-in-fact	10/28/2015
	Carlyle Europe Partners III, L.P. By: David Pearson 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/ David Pearson, attorney-in-fact	10/28/2015
	CEP III Participations, S.a r.l. SICAR, Represented by Andrew Howlett-Bolton, as Manager and authorized representative of CEP III Managing GP Holdings, Ltd., Manager, By: /s/ Andrew Howlett-Bolton	10/28/2015
	CEP III Chase S.a r.l. Represented by Andrew Howlett-Bolton, as Manager and authorized representative of CEP III Advisor S.a r.l., Manager, By: /s/ Andrew Howlett-Bolton	10/28/2015
	Chase Manco G.P. Limited By: /s/ Zeina Bain, Director	10/28/2015
	Chase Manco, L.P., By: Chase Manco G.P. Limited, its general partner, By: /s/ Zeina Bain, Director	10/28/2015
	** 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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