SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CONWAY ALLEN C

(Last)

(First)

(Middle)

4115 PROFIT COURT

(Street)

NEW ALBANY

47119

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President of Resale Segment

3. Date of Earliest Transaction (Month/Day/Year)
05/03/2005

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/03/2005	05/03/2005	M		10,000	A	$2.16	10,000	D
Common Stock	05/03/2005	05/03/2005	M		5,500	A	$4.06	15,500	D
Common Stock	05/03/2005	05/03/2005	M		6,400	A	$4.98	21,900	D
Common Stock	05/03/2005	05/03/2005	S		13,500	D	$7.41	8,400	D
Common Stock	05/03/2005	05/03/2005	S		8,000	D	$7.4	400	D
Common Stock	05/03/2005	05/03/2005	S		400	D	$7.43	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Emp. Stock Option Right to Buy	$2.16	05/03/2005	05/03/2005	M		10,000		⁽¹⁾	02/27/2008	Common	10,000	$0	29,000	D
Emp. Stock Option Right to Buy	$4.06	05/03/2005	05/03/2005	M		5,500		⁽²⁾	02/05/2011	Common	5,500	$0	23,500	D
Emp. Stock Option Right to Buy	$4.98	05/03/2005	05/03/2005	M		6,400		⁽³⁾	05/01/2011	Common	6,400	$0	17,100	D

Explanation of Responses:

1. Derivative securities vest 20% per year in each of four (4) years, and become fully vested in 4-1/2 years.

2. Derivative securities vest 50% per year in each of two (2) years from the date of grant.

3. Derivative securities vest 20% per year in each of five years from the date of grant.

	/s/ Allen C. Conway	05/04/2005
	** 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.
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