UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 
SCHEDULE 13D
 (Rule 13d-101)
 
 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
(Amendment No. 3)*
 
 
THE STANDARD REGISTER COMPANY
(Name of Issuer)
 
 
Common Stock
(Title of Class of Securities)
 
 
853887107
(CUSIP Number)
 
 
 
Frederick H. Fogel
Silver Point Capital, L.P.
2 Greenwich Plaza, First Floor
Greenwich, CT 06830
(203) 542-4200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication)
 
 
May 07, 2014
(Date of Event which Requires Filing of this Statement)
 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o
 
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
 
 
*
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 disclosures provided in a prior cover page.
 
 
The information required on 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 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.)
 

13D    
 
1 NAMES OF REPORTING PERSONS  
       
   
Silver Point Capital, L.P.
  
       
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
      (b) x
       
3 SEC USE ONLY
   
4  SOURCE OF FUNDS (SEE INSTRUCTIONS)  
     
   
OO
  
       
5 CHECK 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  
     
   
2,010,095
  
     
8 SHARED VOTING POWER  
     
   
-0-
  
     
9 SOLE DISPOSITIVE POWER  
     
   
2,010,095
  
     
10 SHARED DISPOSITIVE POWER  
     
   
-0-
  
           
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
   
2,010,095
  
     
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
     
       
13 PERCENT OF CLASS REPRESENTED IN ROW (11)  
     
   
24.3%1
  
     
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
     
   
IA, PN
  
     
 
1
This percentage is calculated based upon 8,261,577 shares of common stock outstanding as of March 30, 2014 as reported in the Issuer's Form 10-Q filed May 05, 2014.
 
 
13D    
 
1 NAMES OF REPORTING PERSONS  
       
   
Edward A. Mulé
  
       
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
      (b) x
       
3 SEC USE ONLY
   
4  SOURCE OF FUNDS (SEE INSTRUCTIONS)  
     
   
OO
  
       
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
       
       
6 CITIZENSHIP OR PLACE OF ORGANIZATION  
       
   
United States
  
       
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
 
 7 SOLE VOTING POWER  
     
   
-0-
  
     
8 SHARED VOTING POWER  
     
   
2,010,095
  
     
9 SOLE DISPOSITIVE POWER  
     
   
-0-
  
     
10 SHARED DISPOSITIVE POWER  
     
   
2,010,095
  
           
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
   
2,010,095
  
     
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
     
       
13 PERCENT OF CLASS REPRESENTED IN ROW (11)  
     
   
24.3%1
  
     
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
     
   
IN
  
     
 
 
13D    
 
 
1 NAMES OF REPORTING PERSONS  
       
   
Robert J. O'Shea
  
       
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
      (b) x
       
3 SEC USE ONLY
   
4  SOURCE OF FUNDS (SEE INSTRUCTIONS)  
     
   
OO
  
       
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
       
       
6 CITIZENSHIP OR PLACE OF ORGANIZATION  
       
   
United States
  
       
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
 
 7 SOLE VOTING POWER  
     
   
-0-
  
     
8 SHARED VOTING POWER  
     
   
2,010,095
  
     
9 SOLE DISPOSITIVE POWER  
     
   
-0-
  
     
10 SHARED DISPOSITIVE POWER  
     
   
2,010,095
  
           
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
   
2,010,095
  
     
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
     
       
13 PERCENT OF CLASS REPRESENTED IN ROW (11)  
     
   
24.3%1
  
     
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
     
   
IN
  
     
 
 
13D    
 
 
Explanatory Note
 
 
 
 
This Amendment No. 3 amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on August 12, 2013, as amended by Amendment No. 1 to Schedule 13D filed on October 28, 2013, and as amended by Amendment No. 2 to Schedule 13D filed on April 21, 2014 (as amended, the "Schedule 13D"). Defined terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.
 
 
 
Item 5.
Interest in Securities of the Issuer
 
 
 
 
 
The first two paragraphs of Item 5(a) are hereby amended and restated as follows:
 
(a) The Reporting Persons beneficially own 2,010,095 shares of Common Stock (the "Shares"), which represents approximately 24.3% of the 8,261,577 shares of Common Stock outstanding as of March 30, 2014 as reported in the Issuer's Form 10-Q filed on May 05, 2014.  Other than the Shares, the Funds and the Reporting Persons do not beneficially own any securities of the Issuer.

In addition to the Common Stock, the Issuer has an outstanding class of stock called "Class A Stock."  Each share of Class A Stock is convertible into one share of Common Stock.  There were 944,996 outstanding shares of Class A Stock as of March 30, 2014 as reported in the Issuer's Form 10-Q filed on May 05, 2014.  Assuming conversion of all outstanding shares of Class A Stock into Common Stock, the Reporting Persons would beneficially own approximately 21.8% of the shares of Common Stock that would be outstanding upon conversion of the Class A Stock.

Item 5(c) is hereby amended and supplemented as follows:

On May 05, 2014, the Reporting Persons sold 50,000 shares of Common Stock in a privately negotiated transaction at a price per share of $7.251.  On May 07, 2014 the Reporting Persons sold an additional 134,000 shares of Common Stock in a privately negotiated transaction at a price per share of $6.351.  On May 08, the Reporting Persons sold an additional 8,600 shares of Common Stock in a privately negotiated transaction at a price per share of $6.33.
 
Item 7. Material to Be Filed as Exhibits
 
1.  Joint Filing Agreement, dated May 12, 2014.
 
 
SIGNATURES
 
 
After reasonable inquiry and to the best of the undersigned's know­ledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Dated:  May 12, 2014
 
SILVER POINT CAPITAL, L.P.
 
 
 
 
 
 
 
By:
/s/ Frederick H. Fogel
 
 
 
Name:
Frederick H. Fogel
 
 
 
Its:
Authorized Signatory
 
 
 
 
 
 
 
 
/s/ Frederick H. Fogel  (as attorney-in-fact on behalf of Edward A. Mulé, individually)
 
Edward A. Mulé, Individually
 
 
 
/s/ Frederick H. Fogel (as attorney-in-fact on behalf of Robert J. O'Shea, individually)
 
Robert J. O'Shea, Individually
 
 
EXHIBIT 1
 
JOINT FILING AGREEMENT
 
The undersigned hereby agree as follows:
 
(i) Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them.
 
(ii) Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; provided that none of them is responsible for the completeness or accuracy of the information concerning any other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
 
(iii) This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.
 
 
Dated: May 12, 2014
 
SILVER POINT CAPITAL, L.P.
 
 
 
 
 
 
 
By:
/s/ Frederick H. Fogel
 
 
 
Name:
Frederick H. Fogel
 
 
 
Its:
Authorized Signatory
 
 
 
 
 
 
 
 
/s/ Frederick H. Fogel (as attorney-in-fact on behalf of Edward A. Mulé, individually)
 
Edward A. Mulé, Individually
 
 
 
/s/ Frederick H. Fogel (as attorney-in-fact on behalf of Robert J. O'Shea, individually)
 
Robert J. O'Shea, Individually