SEC Form 4 · accession 0001209191-16-097755
Roadrunner Transportation Systems, Inc. · RRTS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott D Rued
Officer — Chairman of the Board · Director · 10% Owner
Period of report
Feb 10, 2016
Accepted (ET)
Feb 12, 2016 · 8:55 am 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 StockF1 | Feb 10, 2016 | P | 30,000 | $10.3404 | A | 100,000 | D | |
| Common StockF2,F3,F4,F5 | holding | — | — | — | 7,801,625 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.95 to $10.68, inclusive. The reporting person undertakes to provide to Roadrunner Transportation Systems, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
- F2Represents 6,369,930 shares of common stock held by Thayer Equity Investors V, L.P. ("Thayer"); 13,345 shares of common stock held by TC Roadrunner-Dawes Holdings, L.L.C. ("TC Roadrunner"); 13,392 shares of common stock held by TC Sargent Holdings, L.L.C. ("TC Sargent"); 1,384,882 shares of common stock held by HCI Equity Partners III, L.P. (f/k/a Thayer | Hidden Creek Partners II, L.P.) ("Partners III"); and 20,076 shares of common stock held by HCI Co-Investors III, L.P. (f/k/a THC Co-Investors II, L.P.) ("Co-Investors III").
- F3HC 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 is the general partner of Management. HCI Management III, L.P. ("HCI Management III") is the general partner of Partners III and Co-Investors III, and HCI Equity Partners is 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 shares reported in Table I. [CONTINUED IN FOOTNOTE 4]
- F4[CONTINUED FROM FOOTNOTE 3] Each of HC Equity, Investors, Management, HCI Management III, and HCI Equity Partners expressly disclaims beneficial ownership of the shares 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 shares.
- F5The Reporting Person expressly disclaims beneficial ownership of the shares reported in Table I, except to the extent of his pecuniary interest therein. The filing of this form should not be deemed an admission that the Reporting Person is, for Section 16 purposes or otherwise, the beneficial owner of such shares.