0000905148-15-000231.txt : 20150212 0000905148-15-000231.hdr.sgml : 20150212 20150212105519 ACCESSION NUMBER: 0000905148-15-000231 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150212 DATE AS OF CHANGE: 20150212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENVEO, INC CENTRAL INDEX KEY: 0000920321 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 841250533 STATE OF INCORPORATION: CO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-48887 FILM NUMBER: 15603417 BUSINESS ADDRESS: STREET 1: 200 FIRST STAMFORD PLACE STREET 2: 2ND FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2035953000 MAIL ADDRESS: STREET 1: 200 FIRST STAMFORD PLACE STREET 2: 2ND FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 FORMER COMPANY: FORMER CONFORMED NAME: MAIL WELL INC DATE OF NAME CHANGE: 19950817 FORMER COMPANY: FORMER CONFORMED NAME: MAIL WELL HOLDINGS INC DATE OF NAME CHANGE: 19940328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Waveny Capital Management LP CENTRAL INDEX KEY: 0001619468 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DR. STREET 2: BDG D, STE D4700 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-635-0120 MAIL ADDRESS: STREET 1: ONE LETTERMAN DR. STREET 2: BDG D, STE D4700 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 SC 13G 1 efc15-126_fmsc13g.htm efc15-126_fmsc13g.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.  )*
 
CENVEO, INC.
(Name of Issuer)
 
Common stock, par value $0.01 per share
(Title of Class of Securities)
 
15670S105
(CUSIP Number)
 
December 31, 2014
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[X]           Rule 13d-1(b)
 
[   ]           Rule 13d-1(c)
 
[   ]           Rule 13d-1(d)
 

 
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

Continued on following pages
Page 1 of 10 Pages
Exhibit Index:  Page 9
 
 
 
 
SCHEDULE 13G
CUSIP No. 15670S105
Page 2 of 10 Pages
 
1.
Names of Reporting Persons.
 
WAVENY CAPITAL MANAGEMENT, LP
2.
Check the Appropriate Box if a Member of a Group
 
(a) ¨
(b) ¨
3.
 
SEC Use Only
 
 
4.
 
Citizenship or Place of Organization
 
Delaware
 

 
5.
Sole Voting Power
 0
       
Number of
     
Shares
6.
Shared Voting Power
4,750,000
Beneficially
     
Owned by Each      
Reporting
7.
Sole Dispositive Power
 0
Person With      
       
 
8.
Shared Dispositive Power
4,750,000

 
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
4,750,000
 
 
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
¨
 
11.
 
Percent of Class Represented by Amount in Row (9)
 
7.0%
 
 
12.
 
 
Type of Reporting Person:
 
IA, PN
 
 
 
 
 
SCHEDULE 13G
CUSIP No. 15670S105
Page 3 of 10 Pages
 
1.
Names of Reporting Persons.
 
WAVENY CAPITAL GP, LLC
2.
Check the Appropriate Box if a Member of a Group
 
(a) ¨
(b) ¨
3.
 
SEC Use Only
 
 
4.
 
Citizenship or Place of Organization
 
Delaware
 

 
5.
Sole Voting Power
 0
       
Number of
     
Shares
6.
Shared Voting Power
4,750,000
Beneficially
     
Owned by Each      
Reporting
7.
Sole Dispositive Power
 0
Person With      
       
 
8.
Shared Dispositive Power
4,750,000

 
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
4,750,000
 
 
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
¨
 
11.
 
Percent of Class Represented by Amount in Row (9)
 
7.0%
 
 
12.
 
 
Type of Reporting Person:
 
OO, HC
 
 
 
 
 
 
 
SCHEDULE 13G
CUSIP No. 15670S105
Page 4 of 10 Pages
 
1.
Names of Reporting Persons.
 
PETER LEVINSON
2.
Check the Appropriate Box if a Member of a Group
 
(a) ¨
(b) ¨
3.
 
SEC Use Only
 
 
4.
 
Citizenship or Place of Organization
 
United States of America
 

 
5.
Sole Voting Power
 0
       
Number of
     
Shares
6.
Shared Voting Power
4,750,000
Beneficially
     
Owned by Each      
Reporting
7.
Sole Dispositive Power
 0
Person With      
       
 
8.
Shared Dispositive Power
4,750,000

 
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
4,750,000
 
 
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
¨
 
11.
 
Percent of Class Represented by Amount in Row (9)
 
7.0%
 
 
12.
 
 
Type of Reporting Person:
 
IN, HC
 
 
 
 
 
 
 
 
 
 
 
Page 5 of 10 Pages
 
 
Item 1(a).
Name of Issuer:
 
Cenveo, Inc. (the "Issuer")
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
200 First Stamford Place, Stamford, CT 06902
 
Item 2(a).
Name of Person Filing
 
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

i) Waveny Capital Management, LP (“Waveny Capital Management”);
 
ii) Waveny Capital GP, LLC ("Waveny GP"); and
 
iii) Peter Levinson ("Mr. Levinson").

This Statement relates to Shares (as defined herein) held for the account of Waveny Master Fund, LP (the “Master Fund”). Waveny Capital Management serves as the investment manager of the Master Fund. Waveny GP is the general partner of Waveny Capital Management. Mr. Levinson is the Chief Investment Officer and majority owner of Waveny Capital Management and the managing member of Waveny GP.

Item 2(b).
Address of Principal Business Office or, if None, Residence:
 
The address of the principal business office of each of the Reporting Persons is One Letterman Drive, Building D, San Francisco, CA 94129.
 
Item 2(c).
Citizenship:
 
i) Waveny Capital Management is a Delaware limited partnership;
 
ii) Waveny GP is a Delaware limited liability company; and
 
iii) Mr. Levinson is a citizen of the United States of America.
 
Item 2(d).
Title of Class of Securities:
 
Common stock, par value $0.01 per share (the “Shares”)
 
Item 2(e).
CUSIP Number:
 
15670S105
 
Item 3.
If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
Check Whether the Person Filing is a:
 
(e) [X] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E)
(g) [X] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G)
 
 
 
 
 
 
 
 
Page 6 of 10 Pages
 
 
 
 
Item 4.
Ownership:
 
Item 4(a)
Amount Beneficially Owned:
 
As of December 31, 2014, each of the Reporting Persons may be deemed the beneficial owner of 4,750,000 Shares, all of which are held for the account of the Master Fund.
 
Item 4(b)
Percent of Class:
 
As of December 31, 2014, each of the Reporting Persons may be the beneficial owner of approximately 7.0% of Shares outstanding. (The Reporting Persons’ beneficial ownership percentage is based on 67,681,760 Shares outstanding as of November 4, 2014, according to the Issuer’s quarterly report on Form 10-Q, filed November 5, 2014.
 
Item 4(c)
Number of Shares as to which such person has:
 
(i) Sole power to vote or direct the vote: 0
   
(ii) Shared power to vote or direct the vote: 4,750,000
   
(iii) Sole power to dispose or direct the disposition of:  0
   
(iv) Shared power to dispose or direct the disposition of: 4,750,000
 
Item 5.
Ownership of Five Percent or Less of a Class:
 
This Item 5 is not applicable.

Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
 
See disclosures in Items 2 and 4 hereof.  The Master Fund has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5 percent of the class of Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.
 
 
 
 
 
 
 
 
 
Page 7 of 10 Pages
 
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

See disclosure in Item 2 hereof.
 
Item 8.
Identification and Classification of Members of the Group:
 
This Item 8 is not applicable.
 
Item 9.
Notice of Dissolution of Group:
 
This Item 9 is not applicable.
 
Item 10.
Certification:
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
 
 

 
 
 
 

Page 8 of 10 Pages
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
Waveny Capital Management, LP
  
  By: Waveny Capital GP, LLC, its general partner  
       
 
By:
/s/ Peter Levinson  
  Name:
Peter Levinson
  
  Title: Managing Member  
 
 
Waveny Capital GP, LLC
  
       
 
By:
/s/ Peter Levinson  
  Name:
Peter Levinson
  
  Title: Managing Member  
 
 
Peter Levinson
  
       
  /s/ Peter Levinson  
 
 
February 12, 2015
      
 
 
 
 
 
 
Page 9 of 10 Pages
 
EXHIBIT INDEX
 
Ex.
  
Page No.
     
A Joint Filing Agreement 10
     
 
 
 
 
 
Page 10 of 10 Pages
 
EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Cenveo, Inc. dated as of February 12, 2015 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
 
 
 
Waveny Capital Management, LP
  
  By: Waveny Capital GP, LLC, its general partner  
       
 
By:
/s/ Peter Levinson  
  Name:
Peter Levinson
  
  Title: Managing Member  
 
 
Waveny Capital GP, LLC
  
       
 
By:
/s/ Peter Levinson  
  Name:
Peter Levinson
  
  Title: Managing Member  
 
 
Peter Levinson
  
       
  /s/ Peter Levinson  
 
 
February 12, 2015