FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Grewal Gurinder
2. Issuer Name and Ticker or Trading Symbol

NCS Multistage Holdings, Inc. [ NCSM ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O ADVENT INTERNATIONAL, 75 STATE STREET, 29TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

5/3/2017
(Street)

BOSTON, MA 02109
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/3/2017     S    1375000   (1) D $15.9375   29568536   I   See Notes   (2) (3) (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:
(1)  The shares of common stock of the Issuer were sold pursuant to the underwriters' exercise of their over-allotment option in connection with an initial public offering of the common stock of the Issuer pursuant to the prospectus, dated April 27, 2017, and accompanying registration statement on Form S-1/A, dated April 26, 2017.
(2)  The Reporting Person is a Managing Director at Advent International Corporation ("AIC") and in addition may have limited partnership or other interests in one or more of the Advent Entities (as defined below). AIC manages funds that collectively own 29,568,536 shares (the "Shares"), which are represented as follows: 3,693,109 shares are indirectly owned by Advent International GPE VII Limited Partnership, 3,418,124 shares are indirectly owned by Advent International GPE VII-A Limited Partnership, 8,589,659 shares are indirectly owned by Advent International GPE VII-B Limited Partnership, 2,729,175 shares are indirectly owned by Advent International GPE VII-C Limited Partnership, (CONTINUED IN NEXT FOOTNOTE)
(3)  (CONTINUTED FROM PREVIOUS FOOTNOTE) 2,211,725 shares are indirectly owned by Advent International GPE VII-D Limited Partnership, 6,188,694 shares are indirectly owned by Advent International GPE VII-E Limited Partnership, 798,351 shares are indirectly owned by Advent International GPE VII-F Limited Partnership, 798,351 shares are indirectly owned by Advent International GPE VII-G Limited Partnership, 481,968 shares are indirectly owned by Advent International GPE VII-H Limited Partnership, 11,828 shares are indirectly owned by Advent Partners GPE VII Limited Partnership, 29,570 shares are indirectly owned by Advent Partners GPE VII-A Limited Partnership, 289,771 shares are indirectly owned by Advent Partners GPE VII-B Cayman Limited Partnership, 260,204 shares are indirectly owned by Advent Partners GPE VII Cayman Limited Partnership and (CONTINUED IN NEXT FOOTNOTE)
(4)  (CONTINUTED FROM PREVIOUS FOOTNOTE) 68,007 shares are indirectly owned by Advent Partners GPE VII-A Cayman Limited Partnership (collectively and together with certain other affiliates of Advent, the "Advent Entities"). The Reporting Person disclaims Section 16 beneficial ownership of the Shares except to the extent of his pecuniary interest therein, if any, and the reference to these Shares in this report shall not be deemed an admission of beneficial ownership of all of the Shares for purposes of Section 16 or any other purpose.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Grewal Gurinder
C/O ADVENT INTERNATIONAL
75 STATE STREET, 29TH FLOOR
BOSTON, MA 02109
X



Signatures
/s/ Richard Terranova, Attorney-in-Fact 5/5/2017
** 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 control number.
NCS Multistage (NASDAQ:NCSM)
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