CUSIP No. 62583104
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Page 2
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1
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NAME OF REPORTING PERSONS
Constantia Flexibles Holding GmbH
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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||||
4
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SOURCE OF FUNDS*
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Austria
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
|
||
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8
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SHARED VOTING POWER
3,383,170
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|||
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9
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SOLE DISPOSITIVE POWER
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|||
|
10
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SHARED DISPOSITIVE POWER
3,383,170
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|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,383,170
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.49% (1)
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||||
14
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TYPE OF REPORTING PERSON*
OO
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(1) Percent of Common Stock calculated based on 20,517,424 shares of Common Stock of the Issuer
outstanding as of January 31, 2019 (as disclosed by the Issuer in its Quarterly Report on Form 10-Q for the three-month period ended December 31, 2018, as filed with the Securities and Exchange Commission (the “SEC”) on February 11, 2019).
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CUSIP No. 62583104
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Page 3
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1
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NAME OF REPORTING PERSONS
Constantia Lux S.à r.l.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||||
3
|
|
SEC USE ONLY
|
||||
4
|
|
SOURCE OF FUNDS*
OO
|
||||
5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) ☐
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
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||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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|
7
|
|
SOLE VOTING POWER
|
||
|
8
|
|
SHARED VOTING POWER
3,383,170
|
|||
|
9
|
|
SOLE DISPOSITIVE POWER
|
|||
|
10
|
|
SHARED DISPOSITIVE POWER
3,383,170
|
|||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,383,170
|
||||
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.49% (1)
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||||
14
|
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TYPE OF REPORTING PERSON*
OO
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(1)
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Percent of Common Stock calculated based on 20,517,424 shares of Common Stock of the Issuer outstanding as of January 31, 2019 (as
disclosed by the Issuer in its Quarterly Report on Form 10-Q for the three-month period ended December 31, 2018, as filed with the SEC on February 11, 2019).
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CUSIP No. 62583104
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Page 4
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1
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NAME OF REPORTING PERSONS
Constantia Lux Parent S.A.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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||||
3
|
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SEC USE ONLY
|
||||
4
|
|
SOURCE OF FUNDS*
OO
|
||||
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) ☐
|
||||
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
|
||
|
8
|
|
SHARED VOTING POWER
3,383,170
|
|||
|
9
|
|
SOLE DISPOSITIVE POWER
|
|||
|
10
|
|
SHARED DISPOSITIVE POWER
3,383,170
|
|||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,383,170
|
||||
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.49% (1)
|
||||
14
|
|
TYPE OF REPORTING PERSON*
OO
|
(1) Percent of Common Stock calculated
based on 20,517,424 shares of Common Stock of the Issuer outstanding as of January 31, 2019 (as disclosed by the Issuer in its Quarterly Report on Form 10-Q for the three-month period ended December 31, 2018, as filed with the SEC on
February 11, 2019).
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CUSIP No. 62583104
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Page 5
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1
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NAME OF REPORTING PERSONS
Wendel SE
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||||
3
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SEC USE ONLY
|
||||
4
|
|
SOURCE OF FUNDS*
OO
|
||||
5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) ☐
|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
France
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||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
|
||
|
8
|
|
SHARED VOTING POWER
3,383,170
|
|||
|
9
|
|
SOLE DISPOSITIVE POWER
|
|||
|
10
|
|
SHARED DISPOSITIVE POWER
3,383,170
|
|||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,383,170
|
||||
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.49% (1)
|
||||
14
|
|
TYPE OF REPORTING PERSON*
OO
|
(1)
|
Percent of Common Stock calculated based on 20,517,424 shares of Common Stock of the Issuer outstanding as of January 31, 2019 (as
disclosed by the Issuer in its Quarterly Report on Form 10-Q for the three-month period ended December 31, 2018, as filed with the SEC on February 11, 2019).
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CUSIP No. 62583104
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Page 6
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1
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NAME OF REPORTING PERSONS
Wendel-Participations SE
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||||
2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||||
3
|
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SEC USE ONLY
|
||||
4
|
|
SOURCE OF FUNDS*
OO
|
||||
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) ☐
|
||||
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
France
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
|
||
|
8
|
|
SHARED VOTING POWER
3,383,170
|
|||
|
9
|
|
SOLE DISPOSITIVE POWER
|
|||
|
10
|
|
SHARED DISPOSITIVE POWER
3,383,170
|
|||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,383,170
|
||||
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.49% (1)
|
||||
14
|
|
TYPE OF REPORTING PERSON*
OO
|
(1)
|
Percent of Common Stock calculated based on 20,517,424 shares of Common Stock of the Issuer outstanding as of January 31, 2019 (as
disclosed by the Issuer in its Quarterly Report on Form 10-Q for the three-month period ended December 31, 2018, as filed with the SEC on February 11, 2019).
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Item 1.
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Security and Issuer.
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Item 4.
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Purpose of Transaction.
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Item 5.
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Interest in Securities of the Issuer.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit
No.
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Exhibit Description
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2.1
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99.1
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*
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Filed herewith.
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CONSTANTIA FLEXIBLES HOLDING
GMBH
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By:
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/s/ Alexander Baumgartner
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Name: Alexander Baumgartner
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Title: CEO
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By:
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/s/ Martin Schneeweiß
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Name: Martin Schneeweiß
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Title: General Counsel
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CONSTANTIA LUX S.À R.L.
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By:
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/s/ Roland Lienau
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Name: Roland Lienau
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Title: Director
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By:
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/s/ Jean-Yves Hémery
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Name: Jean-Yves Hémery
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Title: Director
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CONSTANTIA LUX PARENT S.A.
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By:
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/s/ Roland Lienau
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Name: Roland Lienau
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Title: Director
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By:
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/s/ Jean-Yves Hémery
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Name: Jean-Yves Hémery
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Title: Director
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WENDEL SE
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By:
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/s/ André François-Poncet
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Name: André François-Poncet
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Title: CEO
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WENDEL PARTICIPATIONS SE
|
|||
By:
|
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/s/ François
Carrega
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Name: François Carrega
|
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Title: Managing Director
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