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*
(Street)
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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 ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 2,986,279 | D(1)(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series B Convertible Preferred Stock | (3) | (3) | Class A Common Stock | 298,628(4) | (3) | D(2)(5) | |
Warrants | (6) | 12/11/2017 | Class A Common Stock | 559,928 | $8.37 | D(2)(7) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Represents 2,320,161 shares of Class A common stock held by Eos Capital Partners III, L.P. ("ECP III") and 666,118 shares of Class A common stock held by Eos Partners, L.P. ("Eos Partners"). |
2. ECP III, LLC is the general partner of ECP General III, L.P., the general partner of ECP III. Eos General, L.L.C. is the general partner of Eos Partners, L.P. Because each of these funds is ultimately under common management that shares the power to direct the voting and disposition of the shares, each of these entities may be deemed to share beneficial ownership of the shares owned by the others. Each of these entities disclaims this beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the shares for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. |
3. The convertible preferred stock is convertible at any time, at the holder's election, and has no expiration date. Immediately prior to the consummation of the initial public offering of the issuer, the convertible preferred stock will be converted into common stock for no additional consideration. |
4. Accrued and unpaid dividends on the convertible preferred stock are convertible into shares of common stock upon conversion of the convertible preferred stock. Dividends accrue at a rate of 15% per annum, compounding quarterly. |
5. Represents 232,034 shares of common stock issuable upon conversion of Series B convertible preferred stock held by ECP III and 66,594 shares of common stock issuable upon conversion of Series B convertible preferred stock held by Eos Partners. |
6. The warrants are exercisable at any time prior to the expiration date, at the holder's election. |
7. Represents 435,101 shares of common stock issuable upon exercise of warrants held by ECP III and 124,827 shares of common stock issuable upon exercise held by Eos Partners. |
Remarks: |
/s/ Brian Young | 05/12/2010 | |
/s/ Brian Young | 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. |