Lille finish as winners of Group G ahead of RB Salzburg after a 3-1 win over Wolfsburg.
Burak Yilmaz (11'), Jonathan David (72') and Angel Gomes (77') gave Lille a convincing lead before Renato Steffen pulled back a consolation goal for the hosts a minute from time.
Salzburg secured their place in the last 16 with a 1-0 win over 10-man Sevilla. Noah Okafor's 50th minute goal proved the difference while Joan Jordan was shown a second yellow in the 64th minute. They become the first Austrian team into the last 16 since Sturm Graz in 2000.
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Barcelona drop into the Europa League after losing 3-0 to Bayern Munich at the Allianz Arena. Thomas Muller, Leroy Sane and Jamal Musiala scored the goals.
Benfica go through alongside the Bavarians to the last 16 after a 2-0 win over Dynamo Kiev. Roman Yaremchuk and Gilberto both struck in the first half to ensure the Portuguese club took second place in Group E.
Atalanta vs Villarreal has been postponed until 3:30pm GMT on Thursday after heavy snow in Bergamo forced Wednesday's match to be moved.
A second-string Manchester United side and Young Boys drew 1-1 which means the Swiss club have taken four points off United in the group stage. Mason Greenwood's super scissor kick goal in the ninth minute put the hosts in front but was cancelled out by Fabian Rieder's sublime equaliser from outside the box in the 42nd minute.
Juventus finished Group H as group winners after beating Malmo 1-0 thanks to Moise Kean's 18th minute strike.
Chelsea had to settle for second on 13 points, two behind Juve, after drawing 3-3 with Zenit St Petersburg in Russia.
Thomas Tuchel's side were 3-2 up heading into injury-time thanks to Romelu Lukaku's goal in the 62nd minute and Timo Werner's second of the night in the 85th, but Magomed Ozdoev scored a stunning late goal to ensure Zenit took the Europa League spot.
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