Amended Statement of Ownership (sc 13g/a)
February 10 2017 - 3:23PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Multi
Packaging Solutions International Limited
(Name of Issuer)
Common Shares, par value $1.00 per share
(Title of Class of Securities)
G6331W109
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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1.
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Names of
Reporting Persons
Mustang Investment Holdings L.P.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
23,482,216
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
23,482,216
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
23,482,216
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented by Amount
in Row (9)
30.32%
(1)
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12.
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Type of Reporting Person (See
Instructions)
PN
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1
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Based on 77,452,946 Common Shares outstanding as of November 4, 2016, as reported in the Issuers quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 9, 2016.
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1.
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Names of
Reporting Persons
MDP Global Investors II Ltd.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
23,482,216
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
23,482,216
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
23,482,216
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented by Amount
in Row (9)
30.32%
(1)
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12.
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Type of Reporting Person (See
Instructions)
CO
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1
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Based on 77,452,946 Common Shares outstanding as of November 4, 2016, as reported in the Issuers quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 9, 2016.
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Item 1.
Multi Packaging Solutions International Limited (the Company)
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(b)
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Address of Issuers Principal Executive Offices
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Clarendon House, 2 Church Street
Hamilton, Bermuda
Item 2.
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(a)
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Name of Person Filing
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This Schedule 13G/A (the Schedule 13G) is being filed
jointly by each of Mustang Investment Holdings L.P. and MDP Global Investors II Limited (collectively, the Reporting Persons) pursuant to the Joint Filing Agreement filed as Exhibit A to the Schedule 13G filed by the Reporting Persons on
February 12, 2016.
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(b)
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Address of Principal Business Office or, if none, Residence
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The address of the principal
business office for all Reporting Persons is:
70 W. Madison
Suite 4600
Chicago, Illinois
60602
The place of organization of each of the Reporting Persons is set forth on such
Reporting Persons cover page.
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(d)
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Title of Class of Securities
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Common Shares, par value $1.00 per share (the Common
Shares)
G6331W109
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not Applicable.
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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☐
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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☐
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A non-U.S. institution in accordance with § 240.13d1(b)(1)(ii)(J);
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(k)
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☐
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Group, in accordance with § 240.13d1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with
§ 240.13d1(b)(1)(ii)(J), please specify the type of institution:
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The information set forth in Rows 5 through 11 of the cover pages to this Schedule 13G is
incorporated herein by reference for each Reporting Person.
Mustang Investment Holdings L.P. (Holdings) holds a total of 23,482,216 Common
Shares of the Company. MDP Global Investors II Limited (GP) is the sole general partner of Holdings. By virtue of this relationship, each of the Reporting Persons may be deemed to share beneficial ownership of the Common Shares of the
Company held by Holdings.
Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Not Applicable.
Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
Item 9.
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Notice of Dissolution of Group
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Not Applicable.
Not Applicable.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 10, 2017
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MDP GLOBAL INVESTORS II LIMITED
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By:
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/s/ Thomas S. Souleles
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Name: Thomas S. Souleles
Title: Managing
Director
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MUSTANG INVESTMENT HOLDINGS L.P.
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By:
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MDP Global Investors II Limited
its General
Partner
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By:
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/s/ Thomas S. Souleles
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Name: Thomas S. Souleles
Title: Managing
Director
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