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Form 4 MULTI COLOR Corp For: Jul 01 Filed by: Cook Michael D

July 3, 2019 5:32 PM
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
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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 *
Cook Michael D
(Last) (First) (Middle)
4053 CLOUGH WOODS DR
(Street)
BATAVIA OH 45103
(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 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer - CPG
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 07/01/2019 A 4,545 (1) A (1) 6,060 D
Common Stock 07/01/2019 D 6,060 (2) D $ 50 0 D
Common Stock 07/01/2019 D 136 (2) D $ 50 0 I By 401(k) plan
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
Options to purchase $ 12.31 07/01/2019 D (3) 3,500 05/05/2011 05/05/2020 Common Stock 3,500 (3) 0 D
Options to purchase $ 18.53 07/01/2019 D (3) 3,500 05/31/2013 05/31/2022 Common Stock 3,500 (3) 0 D
Options to purchase $ 30 07/01/2019 D (3) 1,600 06/12/2014 06/12/2023 Common Stock 1,600 (3) 0 D
Options to purchase $ 37.86 07/01/2019 D (3) 1,600 06/19/2015 06/19/2024 Common Stock 1,600 (3) 0 D
Options to purchase $ 61.5 07/01/2019 D (3) 4,000 06/29/2016 06/29/2025 Common Stock 4,000 (3) 0 D
Options to purchase $ 85.9 07/01/2019 D (3) 4,000 06/16/2018 06/16/2027 Common Stock 4,000 (3) 0 D
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger, dated as of February 24, 2019, among the Issuer, W/S Packaging Holdings, Inc. and Monarch Merger Corporation (the "Merger Agreement"), performance share units previously awarded but with performance criteria that had not yet been satisfied were deemed to have been satisfied at the target level of performance and immediately vested. These performance share units were then converted into the number of shares subject to such performance share unit.
2. Represents shares of common stock that were cancelled and converted into the right to receive $50 per share pursuant to the Merger Agreement.
3. Pursuant to the Merger Agreement, these Company Options became fully vested and, at the Effective Time, were cancelled and the Reporting Person was entitled to receive a payment in cash in an amount equal to the product of (i) the total number of Shares subject to such cancelled Company Option (whether vested or unvested), multiplied by (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to such cancelled Company Option, without interest.
/s/ Michael D. Cook, by Jocelyn F. Manning, Attorney-in-Fact 07/03/2019
** 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.

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