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Filing Details

Accession Number:: 0001104659-19-009097
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-02-15 18:37:09
Reporting Period:: 2019-02-14

Accepted Time:: 2019-02-15 18:37:09
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1440024	Roadrunner Transportation Systems Inc.	RRTS	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1164105	Thayer Equity Investors V Lp	1730 Pennsylvania Avenue Suite 525 Washington DC 20006	No	No	Yes	No
1417092	Hci Equity Partners Iii, L.p.	1730 Pennsylvania Avenue Suite 525 Washington DC 20006	No	No	Yes	No
1435877	Hci Co-Investors Iii, L.p.	1730 Pennsylvania Avenue Suite 525 Washington DC 20006	No	No	Yes	No
1446265	Tc Co-Investors V, Llc	1730 Pennsylvania Avenue Suite 525 Washington DC 20006	No	No	Yes	No
1446268	Tc Roadrunner-Dawes Holdings, L.l.c.	1730 Pennsylvania Avenue Suite 525 Washington DC 20006	No	No	Yes	No
1446269	Tc Sargent Holdings, L.l.c.	1730 Pennsylvania Avenue Suite 525 Washington DC 20006	No	No	Yes	No
1519430	Hci Equity Partners, L.l.c.	1730 Pennsylvania Avenue Suite 525 Washington DC 20006	No	No	Yes	No
1519431	Hci Equity Management, L.p.	1730 Pennsylvania Avenue Suite 525 Washington DC 20006	No	No	Yes	No
1519438	Hci Management Iii, L.p.	1730 Pennsylvania Avenue Suite 525 Washington DC 20006	No	No	Yes	No
1519734	Hc Equity Partners V, L.l.c.	1730 Pennsylvania Avenue Suite 525 Washington DC 20006	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2019-02-14	2,000,000	$0.48	5,801,625	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Subscription Rights (right to buy)	Disposition	2019-02-14	2,500,000	$0.00	57,844,874	$0.50
Common Stock	Subscription Rights (right to buy)	Disposition	2019-02-15	287,763	$0.00	6,658,256	$0.50

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
5,301,625	2019-02-01	2019-02-19	No	4	S	Direct
5,013,862	2019-02-01	2019-02-19	No	4	S	Direct

Footnotes

Represents 1,632,975 shares sold by Thayer Equity Investors V, L.P. ("Thayer"); 3,421 shares sold by TC Roadrunner-Dawes Holdings, L.L.C. ("TC Roadrunner"); 3,433 shares sold by TC Sargent Holdings, L.L.C. ("TC Sargent"); 355,024 shares sold by HCI Equity Partners III, L.P. (f/k/a Thayer Hidden Creek Partners II, L.P. ) ("Partners III"); and 5,147 shares sold by HCI Co-Investors III, L.P. (f/k/a THC Co-Investors II, L.P.) ("Co-Investors III").
Represents 4,736,955 shares held by Thayer; 9,924 shares held by TC Roadrunner; 9,959 shares held by TC Sargent; 1,029,858 shares held by Partners III; and 14,929 shares held by Co-Investors III.
HC Equity Partners V, L.L.C. ("HC Equity") is the general partner of Thayer and HCI Equity Partners, L.L.C. ("HCI Equity Partners") is the managing member of HC Equity. TC Co-Investors V, L.L.C. ("Investors") is the managing member of each of TC Sargent and TC Roadrunner. HCI Equity Management, L.P. ("Management") is the sole manager of Investors, and HCI Equity Partners if the general partner of Management. HCI Management III, L.P. ("HI Management III") is the general partner of Partners III and Co-Investors III, and HCI Equity Partners if the general partner of HCI Management III. As such, HC Equity, Investors, Management, HCI Management III, and HCI Equity Partners may be deemed to be beneficial owners of the securities reported in this Form 4. [CONTINUED IN FOOTNOTE 4]
[CONTINUED FROM FOOTNOTE 3] Each of HC Equity, Investors, Management, HCI Management III, and HCI Equity Partners expressly disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. The filing of this form should not be deemed an admission that HCI Equity, Investors, Management, HCI Management III, or HCI Equity Partners is, for Section 16 purposes, the beneficial owner of such securities.
HC Equity, HCI, Co-Investors, HCI Management III and HCI Equity Partners may be deemed to be beneficial owners of the securities reported in this Form 4. Each of HC Equity, HCI, Co-Investors, HCI Management III, and HCI Equity Partners expressly disclaims beneficial ownership of the securities reported in this Form 4 except to the extent of any pecuniary interest therein. The filing of this form should not be deemed an admission that HC Equity, HCI, Co-Investors, HCI Management III or HCI Equity Partners is, for Section 16 purposes or otherwise, the beneficial owner of such securities.
On February 1, 2019, Roadrunner Transportation Systems, Inc. (the "Issuer") commenced a registered rights offering, pursuant to which all holders of common stock at 5:00 p.m. on January 30, 2019 received transferrable subscription rights to purchase their pro rata share of an aggregate of 900,000,000 new shares of the Issuer's common stock (the "Subscription Rights"), or 23.1379497159 shares of common stock per Subscription Right. Represents 2,041,219 Subscription Rights sold by Thayer; 4,276 Subscription Rights sold by TC Roadrunner; 4,291 Subscription Rights sold by TC Sargent; 443,780 Subscription Rights sold by Partners III; and 6,434 Subscription Rights sold by Co-Investors III.
The price reported in Column 8 is a weighted average price. 2,000,000 Subscription Rights were sold at a price of $0.0003 per right. 500,000 Subscription Rights were sold at a price of $0.0008 per right.
Represents 234,955 Subscription Rights sold by Thayer; 492 Subscription Rights sold by TC Roadrunner; 494 Subscription Rights sold by TC Sargent; 51,081 Subscription Rights sold by Partners III; and 741 Subscription Rights sold by Co-Investors III.
Represents 4,093,756 Subscription Rights held by Thayer; 8,577 Subscription Rights held by TC Roadrunner; 8,607 Subscription Rights held by TC Sargent; 890,021 Subscription Rights held by Partners III; and 12,901 Subscription Rights held by Co-Investors III.