SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* THAYER EQUITY INVESTORS V LP (Last) (First) (Middle) 1730 PENNSYLVANIA AVENUE SUITE 525 (Street) WASHINGTON DC 20006 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Roadrunner Transportation Systems, Inc. [ RRTS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/30/2013
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/30/2013		S		645,000(1)	D	$25.5825	9,801,625(2)	D(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* THAYER EQUITY INVESTORS V LP (Last) (First) (Middle) 1730 PENNSYLVANIA AVENUE SUITE 525 (Street) WASHINGTON DC 20006 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TC Roadrunner-Dawes Holdings, L.L.C. (Last) (First) (Middle) 1730 PENNSYLVANIA AVENUE SUITE 525 (Street) WASHINGTON DC 20006 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HCI EQUITY PARTNERS III, L.P. (Last) (First) (Middle) 1730 PENNSYLVANIA AVENUE SUITE 525 (Street) WASHINGTON DC 20006 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TC Sargent Holdings, L.L.C. (Last) (First) (Middle) 1730 PENNSYLVANIA AVENUE SUITE 525 (Street) WASHINGTON DC 20006 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HCI CO-INVESTORS III, L.P. (Last) (First) (Middle) 1730 PENNSYLVANIA AVENUE SUITE 525 (Street) WASHINGTON DC 20006 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TC Co-Investors V, LLC (Last) (First) (Middle) 1730 PENNSYLVANIA AVENUE SUITE 525 (Street) WASHINGTON DC 20006 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HC EQUITY PARTNERS V, L.L.C. (Last) (First) (Middle) 1730 PENNSYLVANIA AVENUE SUITE 525 (Street) WASHINGTON DC 20006 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HCI EQUITY MANAGEMENT, L.P. (Last) (First) (Middle) 1730 PENNSYLVANIA AVENUE SUITE 525 (Street) WASHINGTON DC 20006 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HCI EQUITY PARTNERS, L.L.C. (Last) (First) (Middle) 1730 PENNSYLVANIA AVENUE SUITE 525 (Street) WASHINGTON DC 20006 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HCI MANAGEMENT III, L.P. (Last) (First) (Middle) 1730 PENNSYLVANIA AVENUE SUITE 525 (Street) WASHINGTON DC 20006 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Represents 526,635 shares sold by Thayer Equity Investors V, L.P. ("Thayer"); 1,103 shares sold by TC Roadrunner-Dawes Holdings, L.L.C. ("TC Roadrunner"); 1,107 shares sold by TC Sargent Holdings, L.L.C. ("TC Sargent"); 114,495 shares sold by HCI Equity Partners III, L.P. (f/k/a Thayer | Hidden Creek Partners II, L.P. ) ("Partners III"); and 1,660 shares sold by HCI Co-Investors III, L.P. (f/k/a THC Co-Investors II, L.P.) ("Co-Investors III"). HC Equity Partners V, L.L.C. ("HC Equity") is the general partner of Thayer; HCI Equity Management, L.P. ("HCI") is the sole manager of TC Co-Investors V, L.L.C. ("Co-Investors"), the managing member of TC Sargent and TC Roadrunner; HCI Management III, L.P. ("HCI Management III") is the general partner of Partners III and Co-Investors III. HCI Equity Partners, L.L.C. ("HCI Equity Partners") is the managing member/general partner of HC Equity, HCI and HCI Management III.

2. Represents 8,002,905 shares held by Thayer; 16,766 shares held by TC Roadrunner; 16,825 shares held by TC Sargent; 1,739,906 shares held by Partners III; and 25,223 shares held by Co-Investors III.

3. HC Equity, HCI, Co-Investors, HCI Management III and HCI Equity Partners may be deemed to be beneficial owners of the shares reported in Table I. Each of HC Equity, HCI, Co-Investors, HCI Management III, and HCI Equity Partners expressly disclaims beneficial ownership of the shares reported in Table I 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 shares.

	Thayer Equity Investors V, L.P. - /s/ Lisa Costello, CFO	09/03/2013
	TC Roadrunner-Dawes Holdings, L.L.C. - /s/ Lisa Costello, CFO	09/03/2013
	HCI Equity Partners III, L.P. - /s/ Lisa Costello, CFO	09/03/2013
	TC Sargent Holdings, L.L.C. - /s/ Lisa Costello, CFO	09/03/2013
	HCI Co-Investors III, L.P. - /s/ Lisa Costello, CFO	09/03/2013
	TC Co-Investors V, LLC - /s/ Lisa Costello, CFO	09/03/2013
	HC Equity Partners V, L.L.C. - /s/ Lisa Costello, CFO	09/03/2013
	HCI Equity Management, L.P. - /s/ Lisa Costello, CFO	09/03/2013
	HCI Management III, L.P. - /s/ Lisa Costello, CFO	09/03/2013
	HCI Equity Partners, L.L.C. - /s/ Lisa Costello, CFO	09/03/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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