UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
|
SCHEDULE
13D
|
Under
the Securities Exchange Act of 1934
(Amendment
No. 6)
|
Cenveo,
Inc.
|
(Name
of Issuer)
|
Common
Stock
|
(Title
of Class of Securities)
|
15670S105
|
(CUSIP
Number)
|
September
12, 2007
|
(Date
of Event Which Requires Filing of this Statement)
|
Burton
Capital Management, LLC
c/o
Cenveo, Inc.
One
Canterbury Green
201
Broad Street
Stamford,
CT 06901
Telephone:
(203) 595-3000
Attn:
Robert G. Burton, Jr.
|
with
a copy to:
Hughes
Hubbard & Reed LLP
One
Battery Park Plaza
New
York, NY 10004
Telephone: (212)
837-6000
Attn: Kenneth
A. Lefkowitz
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices
and
Communications)
|
CUSIP
No. 15670S105
|
Page
2 of 6
|
1
|
NAME
OF REPORTING PERSONS
Burton
Capital Management, LLC
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally
Omitted)
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ý
(b) o
|
||
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
WC
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
o
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
2,780,855
|
|
8
|
SHARED
VOTING POWER
0
|
||
9
|
SOLE
DISPOSITIVE POWER
2,780,855
|
||
10
|
SHARED
DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,780,855
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
||
14
|
TYPE
OF REPORTING PERSON*
OO
(limited liability company)
|
CUSIP
No. 15670S105
|
Page 3
of 6
|
1
|
NAME
OF REPORTING PERSONS
Robert
G. Burton, Sr.
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally
Omitted)
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ý
(b) o
|
||
3
|
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)
o
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
3,736,570
|
|
8
|
SHARED
VOTING POWER
0
|
||
9
|
SOLE
DISPOSITIVE POWER
3,736,570
|
||
10
|
SHARED
DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,736,570
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
|
||
14
|
TYPE
OF REPORTING PERSON*
IN
|
CUSIP
No. 15670S105
|
Page 4
of 6
|
Reporting
Person
|
Shares
Reported
in
Item 5(c)
|
Amount
of
Funds*
|
Source
of Funds
|
Burton
Sr.
|
300,000
|
**
|
n/a
|
Burton
Sr.
|
30,250
|
$597,501
|
Personal
funds
|
Burton
Sr.
|
20,000
|
$396,510
|
Personal
funds
|
**
|
Grant
of “restricted share units.” As discussed in Item 5, these
“restricted share units” vest in four equal installments on September 12,
2008, 2009, 2010 and 2011.
|
CUSIP
No. 15670S105
|
Page
5 of 6
|
Reporting
Person
|
Date
|
Transaction
|
Number
of
Shares
|
Price
Per
Share
|
Burton
Sr.
|
9/12/07
|
Grant
|
300,000
|
*
|
Burton
Sr.
|
8/10/07
|
Buy
|
30,250
|
$19.7521**
|
Burton
Sr.
|
8/13/07
|
Buy
|
20,000
|
19.8255**
|
*
|
Grant
of “restricted share units.” As noted above, these “restricted
share units” vest in four equal installments on September 12, 2008, 2009,
2010 and 2011.
|
**
|
Transaction
was effected on the NYSE.
|
Exhibit
1
|
Schedule
13D Joint Filing Agreement dated as of September 20, 2007 between
the
Reporting Persons.
|
CUSIP
No. 15670S105
|
Page 6
of 6
|
BURTON
CAPITAL MANAGEMENT, LLC
|
|||
|
By:
|
/s/
Robert G. Burton, Jr.
|
|
Name: |
ROBERT
G. BURTON, JR.
|
||
Its: | President |
|
|
/s/
Robert G. Burton,
Sr.
|
|
ROBERT
G. BURTON, SR.
|
|||