SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

RUED SCOTT D

(Last)

(First)

(Middle)

4900 S. PENNSYLVANIA AVENUE

(Street)

CUDAHY

53110

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/12/2010

3. Issuer Name and Ticker or Trading Symbol
Roadrunner Transportation Systems, Inc. [ RRTS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of the Board

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock⁽¹⁾	9,941,249⁽¹⁾⁽²⁾	I	See Footnote⁽³⁾⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants (Right to Buy)	12/11/2009	12/11/2017	Class A Common Stock⁽⁵⁾	35,835	$8.37	D
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class A Common Stock⁽⁶⁾	1,415,326⁽⁷⁾	⁽⁶⁾	I	See Footnote⁽⁸⁾⁽⁹⁾
Warrants (Right to Buy)	03/14/2007	03/14/2017	Class A Common Stock⁽⁵⁾	2,245,772⁽¹⁰⁾	$13.39	I	See Footnote⁽¹¹⁾⁽¹²⁾
Warrants (Right to Buy)	12/11/2009	12/11/2017	Class A Common Stock⁽⁵⁾	89,588	$8.37	I	See Footnote⁽¹¹⁾⁽¹²⁾

Explanation of Responses:

1. The shares of Class A Common Stock will convert into shares of common stock immediately prior to the consummation of the initial public offering of the Issuer on a one-for-one basis.

2. Represents 9,893,918 shares held directly by Thayer Equity Investors V, L.P. ("Thayer"), and 23,516 shares and 23,815 shares held directly by its affiliates TC Sargent Holdings, L.L.C. ("TC Sargent") and TC Roadrunner-Dawes Holdings, L.L.C. ("TC Roadrunner"), respectively.

3. The 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.

4. TC Equity Partners V, L.L.C. ("TC Equity") is the general partner of Thayer and Thayer | Hidden Creek Partners, L.L.C. ("Thayer | Hidden Creek") is the managing member of TC Equity. TC Co-Investors V, L.L.C. ("Co-Investors") is the managing member of each of TC Sargent and TC Roadrunner. Thayer | Hidden Creek Management, L.P. ("Management") is the sole manager of Co-Investors, and Thayer | Hidden Creek is the general partner of Management. As such, TC Equity, Co-Investors, Management, and Thayer | Hidden Creek may be deemed to be beneficial owners of the shares reported in Table I. Each of TC Equity, Co-Investors, Management, and Thayer | Hidden Creek expressly disclaims beneficial ownership of the shares reported in Table I except to the extent of its pecuniary interest therein. The filing of this form should not be deemed an admission that TC Equity, Co-Investors, Management, or Thayer | Hidden Creek is, for Section 16 purposes or otherwise, the beneficial owner of such shares.

5. The Class A Common Stock underlying the Warrants will convert into shares of common stock immediately prior to the consummation of the initial public offering of the Issuer on a one-for-one basis.

6. The Series B Convertible Preferred Stock is convertible at any time, at the Reporting Person's election, and has no expiration date. The Series B Preferred Stock (including all accrued and unpaid dividends) will be converted into common stock immediately prior to the consummation of the Issuer's initial public offering.

7. Represents 1,414,112 shares of Class A Common Stock issuable upon conversion of Series B Convertible Preferred Stock held by Thayer; 450 shares of Class A Common Stock issuable upon conversion of Series B Convertible Preferred Stock held by TC Roadrunner; and 764 shares of Class A Common Stock issuable upon conversion of Series B Convertible Preferred Stock held by TC Sargent.

8. The Reporting Person expressly disclaims beneficial ownership of the shares reported in Table II, 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.

9. TC Equity is the general partner of Thayer and Thayer | Hidden Creek is the managing member of TC Equity. Co-Investors is the managing member of each of TC Sargent and TC Roadrunner. Management is the sole manager of Co-Investors, and Thayer | Hidden Creek is the general partner of Management. As such TC Equity, Co-Investors, Management, and Thayer | Hidden Creek may be deemed to be beneficial owners of the shares reported in Table II. Each of TC Equity, Co-Investors, Management, and Thayer | Hidden Creek expressly disclaim beneficial ownership of the shares reported in Table II except to the extent of its pecuniary interest therein. The filing of this form should not be deemed an admission that TC Equity, Co-Investors, Management, or Thayer | Hidden Creek is, for Section 16 purposes or otherwise, the beneficial owner of such shares.

10. Represents warrants to purchase 2,224,629 shares of Class A Common Stock held directly by Thayer and warrants to purchase 21,143 shares of Class A Common Stock held directly by TC Sargent.

11. TC Equity is the general partner of Thayer and Thayer | Hidden Creek is the managing member of TC Equity. Co-Investors is the managing member of TC Sargent. Management is the sole manager of Co-Investors, and Thayer | Hidden Creek is the general partner of Management. As such TC Equity, Co-Investors, Management, and Thayer | Hidden Creek may be deemed to be beneficial owners of the warrants reported in Table II. Each of TC Equity, Co-Investors, Management, and Thayer | Hidden Creek expressly disclaims beneficial ownership of the warrants reported in Table II except to the extent of its pecuniary interest therein. The filing of this form should not be deemed an admission that either TC Equity, Co-Investors, Management, or Thayer | Hidden Creek is, for Section 16 purposes or otherwise, the beneficial owner of such warrants.

12. The Reporting Person expressly disclaims beneficial ownership of the shares underlying the warrants reported in Table II, 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 the shares underlying such warrants.

Remarks:

	Scott D. Rued	05/12/2010
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.