SEC Form 4 · accession 0000902664-19-001314
Roadrunner Transportation Systems, Inc. · RRTS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
ELLIOTT INTERNATIONAL, L.P.
10% Owner
Period of report
Feb 26, 2019
Accepted (ET)
Feb 28, 2019 · 5:00 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001440024
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per share ("Common Stock")F1 | Feb 26, 2019 | X | 82,490,030 | $0.50 | A | 86,055,170 | D | |
| Common StockF1 | Feb 26, 2019 | P | 491,180,168 | $0.50 | A | 577,235,338 | D | |
| Series B Cumulative Redeemable Preferred StockF4,F1 | Feb 26, 2019 | J | 105,400 | — | D | 0 | D | |
| Series C Cumulative Redeemable Preferred StockF4,F1 | Feb 26, 2019 | J | 37,400 | — | D | 0 | D | |
| Series D Cumulative Redeemable Preferred StockF4,F1 | Feb 26, 2019 | J | 68 | — | D | 0 | D | |
| Series E Cumulative Redeemable Preferred StockF4,F1 | Feb 26, 2019 | J | 25,500 | — | D | 0 | D | |
| Series E-1 Cumulative Redeemable Preferred StockF4,F1 | Feb 26, 2019 | J | 24,295 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subscription Rights (right to buy)F5,F1 | $0.50 | Feb 26, 2019 | X | 3,565,140 | D | Feb 1, 2019 | Feb 19, 2019 | Common Stock | 82,490,030 | 0 | D |
Explanation of responses
- F1This Form 4 is filed jointly by Elliott International, L.P. ("Elliott International") and Elliott International Capital Advisors Inc. ("EICA" and, together with Elliott International, the "Reporting Persons"). EICA, as the investment manager of Elliott International, may be deemed to beneficially own the securities owned directly by Elliott International. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
- F2Represents the exercise of subscription rights in the Issuer's rights offering, as described in the Issuer's Prospectus dated February 1, 2019 (the "Rights Offering") by Elliott International, with each right entitling Elliott International to purchase 23.1379497159 shares of Common Stock.
- F3Represents shares of Common Stock acquired by Elliott International pursuant to its backstop commitment in accordance with the Standby Purchase Agreement, dated as of November 8, 2018 (the "Standby Purchase Agreement"), filed as Exhibit 10.48 to the Issuer's Current Report on Form 8-K filed with the Securities and exchange Commission on November 9, 2018.
- F4Represents shares of the Issuer's preferred stock that were redeemed by the Issuer at a price equal to their liquidation value plus all redemption premiums, in accordance with the Standby Purchase Agreement.
- F5Represents subscription rights acquired by the Reporting Persons in connection with the Rights Offering.