SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Burton Michael G

(Last)

(First)

(Middle)

C/O CENVEO, INC.

200 FIRST STAMFORD PLACE

(Street)

STAMFORD

06902

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/20/2014

3. Issuer Name and Ticker or Trading Symbol
CENVEO, INC [ CVO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Labels, Pkg & Print

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	482,306	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	1,000	I	By Wife
Common Stock	11,500	I	By Daughter
Common Stock	1,275	I	By Daughter
Common Stock	24,975	I	By Son

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽⁴⁾	06/08/2015	Common Stock	17,500	$4.9	D
Employee Stock Option (right to buy)	⁽⁵⁾	07/01/2015	Common Stock	40,000	$4.22	D
Employee Stock Option (right to buy)	⁽⁶⁾	05/21/2016	Common Stock	20,000	$7.02	D
Employee Stock Option (right to buy)	⁽⁷⁾	01/12/2017	Common Stock	20,000	$5.62	D
Employee Stock Option (right to buy)	⁽⁸⁾	05/01/2019	Common Stock	15,000	$2	D

Explanation of Responses:

1. Includes 64,550 shares purchased under Issuer's Employee Stock Purchase Plan and 19,175 shares purchased under Issuer's 401(k) Plan.

2. Includes Restricted Share Unit Awards as follows: 3 awards outstanding as follows: 5/21/2010 for 10,000 shares; 1/12/2011 for 15,000 shares; and 5/1/2013 award for 25,000 shares.

3. Includes Performance Share Unit Award dated 5/1/2013 for 40,000 shares that will vest 100% on May 1, 2014 upon achievement of performance targets.

4. This option is exercisable in 4 equal annual installments. The first installment became exercisable on June 8, 2010 and subsequent installments each year thereafter.

5. This option is exercisable in 4 equal annual installments. The first installment became exercisable on July 1, 2010 and subsequent installments each year thereafter.

6. This option is exercisable in 4 equal annual installments. The first installment became exercisable on May 21, 2011 and subsequent installments each year thereafter.

7. This option is exercisable in 4 equal annual installments. The first installment became exercisable on January 12, 2012 and subsequent installments each year thereafter.

8. This option is exercisable in 4 equal annual installments. The first installment will become exercisable on May 1, 2014 and subsequent installments each year thereafter.

Remarks:

Exhibit 24 - Confirming Statement

	Michael G. Burton	03/03/2014
	** 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 5 (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.
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