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* 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) 01/23/2014
	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	01/23/2014		J(1)		33,731.62	D	(1)	1,799,436.15	D(4)(10)(11)(12)
Common Stock	01/23/2014		J(8)		0.15	D	$36.72	1,799,436	D(4)(10)(11)(12)
Common Stock	01/23/2014		J(2)		12,792.72	D	(2)	682,332.19	D(5)(9)(11)(12)
Common Stock	01/23/2014		J(8)		0.19	D	$36.72	682,332	D(5)(9)(11)(12)
Common Stock	01/23/2014		J(3)		450.93	D	(3)	24,155.73	D(6)(9)(10)(12)
Common Stock	01/23/2014		J(8)		0.73	D	$36.72	24,155	D(6)(9)(10)(12)
Common Stock								12,000	D(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 (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. Diamond Castle Partners IV, L.P. is filing this report as a precautionary matter to reflect its pecuniary interest in 143,374.77 shares held under an escrow agreement. 33,731.62 of such shares held in escrow will be released to the issuer and the remainder will be released to Diamond Castle Partners IV, L.P. Diamond Castle Partners IV, L.P. disclaims beneficial ownership of the shares to be released to the issuer and this report shall not be deemed to be an admission that it is or was the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Diamond Castle Partners IV, L.P. also disclaims any requirement to report the distribution of escrow shares to the issuer on Form 4. Shareholdings reflect changes in number of escrowed shares previously reported due to rounding.

2. Diamond Castle Partners IV-A, L.P. is filing this report as a precautionary matter to reflect its pecuniary interest in 54,374.91 shares held under an escrow agreement. 12,792.72 of such shares held in escrow will be released to the issuer and the remainder will be released to Diamond Castle Partners IV-A, L.P. Diamond Castle Partners IV-A, L.P. disclaims beneficial ownership of the shares to be released to the issuer and this report shall not be deemed to be an admission that it is or was the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Diamond Castle Partners IV-A, L.P. also disclaims any requirement to report the distribution of escrow shares to the issuer on Form 4. Shareholdings reflect changes in number of escrowed shares previously reported due to rounding.

3. Deal Leaders Fund, L.P. is filing this report as a precautionary matter to reflect its pecuniary interest in 1,916.66 shares held under an escrow agreement. 450.93 of such shares held in escrow will be released to the issuer and the remainder will be released to Deal Leaders Fund, L.P. Deal Leaders Fund, L.P. disclaims beneficial ownership of the shares to be released to the issuer and this report shall not be deemed to be an admission that it is or was the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Deal Leaders Fund, L.P. also disclaims any requirement to report the distribution of escrow shares to the issuer on Form 4. Shareholdings reflect changes in number of escrowed shares previously reported due to rounding.

4. Shares held directly by Diamond Castle Partners IV, L.P.

5. Shares held directly by Diamond Castle Partners IV-A, L.P.

6. Shares held directly by Deal Leaders Fund, L.P.

7. Shares held directly by Ari J. Benacerraf. Each of the other reporting persons disclaims beneficial ownership of the shares held 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.

8. Reflects issuer repurchase of fractional shares held through escrow account.

9. Diamond Castle Partners IV, L.P. disclaims beneficial ownership of these securities 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.

10. Diamond Castle Partners IV-A, L.P. disclaims beneficial ownership of these securities 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.

11. Deal Leaders Fund, L.P. disclaims beneficial ownership of these securities 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.

12. DCP IV GP, L.P. ("DCP IV GP") is the general partner of each of Diamond Castle Partners IV, L.P., Diamond Castle Partners IV-A, L.P. and Deal Leaders Fund, L.P. DCP IV GP-GP, LLC ("DCP IV GP-GP") is the general partner of DCP IV GP. Ari J. Benacerraf, Michael W. Ranger and Andrew H. Rush are the managing members of DCP IV GP-GP. Each of DCP IV GP, DCP IV GP-GP, Ari J. Benacerraf, Michael W. Ranger and Andrew H. Rush disclaim beneficial ownership of these securities except to the extent of such person's pecuniary interest 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.

	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	02/03/2014
	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	02/03/2014
	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	02/03/2014
	DCP IV GP, L.P.; By: DCP IV GP-GP, LLC, its General Partner; By: /s/ William J. Denehy as Attorney-in-Fact	02/03/2014
	DCP IV GP-GP, LLC; By: /s/ William J. Denehy as Attorney-in-Fact	02/03/2014
	Ari J. Benacerraf; By: /s/ William J. Denehy as Attorney-in-Fact	02/03/2014
	Michael W. Ranger; By: /s/ William J. Denehy as Attorney-in-Fact	02/03/2014
	Andrew H. Rush; By: /s/ William J. Denehy as Attorney-in-Fact	02/03/2014
	** 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).
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.