X0204 3 2011-09-16 0 0000716006 YRC Worldwide Inc. YRCW 0001313756 Owl Creek Asset Management, L.P. 640 FIFTH AVENUE 20TH FLOOR NEW YORK NY 10019 0 0 1 0 0001178254 Owl Creek I, L.P. 640 FIFTH AVENUE 20TH FLOOR NEW YORK NY 10019 0 0 1 0 0001178296 Owl Creek II, L.P. 640 FIFTH AVENUE 20TH FLOOR NEW YORK NY 10019 0 0 1 0 0001269751 ALTMAN JEFFREY A 640 FIFTH AVENUE, 20TH FLOOR NEW YORK NY 10019 0 0 1 0 0001531024 OWL CREEK ADVISORS, LLC 640 FIFTH AVENUE, 20TH FLOOR NEW YORK NY 10019 0 0 1 0 0001531026 OWL CREEK OVERSEAS MASTER FUND, LTD. 640 FIFTH AVENUE 20TH FLOOR NEW YORK NY 10019 0 0 1 0 0001531025 OWL CREEK SRI MASTER FUND, LTD. 640 FIFTH AVENUE 20TH FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock, , par value $0.01 per share (the "Common Stock 172008740 I See footnotes 10% Series A Convertible Notes (the "Series A Notes") 0.1134 2013-07-22 2015-03-31 Common Stock 154967100 I See footnotes 10% Series B Convertible Notes (the "Series B Notes") 0.0618 2011-09-16 2015-03-15 Common Stock I See footnotes The securities to which this relates are held directly by Owl Creek I, L.P., a Delaware limited partnership ("Owl Creek I"), Owl Creek II, L.P., a Delaware limited partnership ("Owl Creek II"), Owl Creek Overseas Master Fund, Ltd., a Cayman Islands exempted company ("Owl Creek Overseas"), and Owl Creek SRI Master Fund, Ltd., a Cayman Islands exempted company ("Owl Creek SRI", together with Owl Creek I, Owl Creek II and Owl Creek Overseas, the "Owl Creek Funds"). Owl Creek Advisors, LLC ("Owl Creek Advisors") serves as the general partner of, and has the power to direct the affairs of, Owl Creek I and Owl Creek II, and serves as manager of, and has the power to direct the affairs of, Owl Creek Overseas and Owl Creek SRI. Owl Creek Asset Management, L.P. (the "Investment Manager") serves as the investment manager to, and has the power to direct the investment activities of the Owl Creek Funds. Jeffrey A. Altman is the managing member of Owl Creek Advisors and the general partner of the Investment Manager. Each of the reporting persons disclaims beneficial ownership of the securities to which this Form 3 relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except as to such extent of the reporting person's pecuniary interest in the securities. The Owl Creek Funds current hold $17,573,269.12 in aggregate principal amount of Series A Notes. The Owl Creek Funds current hold $13,507,650 in aggregate principal amount of Series B Notes. The Series B Notes reported herein are currently convertible into 218,570,388 shares of Common Stock. An additional 94,284,663 shares of Common Stock in the aggregate are issuable pursuant to the Series B Notes, either upon conversion of the PIK Notes (as defined below) or as Make-Whole Shares (as defined below). Interest on the Series B Notes is payable in-kind through the issuance of additional Series B Notes (the "PIK Notes"), which PIK Notes will be convertible into Common Stock on the same terms as the Series B Notes. Upon conversion of the Series B Notes, holders of the Series B Notes will receive a make whole amount equal to the sum of the interest that would have been paid in PIK Notes on the principal amount of Series B Notes being converted from the last date interest was paid on such Series B Notes through and including March 31, 2015. The make-whole amount is payable in shares of Common Stock (the "Make-Whole Shares") at a price per share equal to the conversion price of the Series B Notes. Owl Creek Asset Management, L.P. By: /s/ Owl Creek GP, L.L.C., its general partner By: /s/ Jeffrey A. Altman Name: Jeffrey A. Altman Title: Managing Member 2011-09-26