-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UoTfGeHLDMIFBPvFoHGRE1O0GjxICyvqqGLfUSMWs0PRoT5c3NhZIBljaTj44Ts4 Mj4+JrMmO56KCfVGc5lReg== 0001209191-10-027411.txt : 20100512 0001209191-10-027411.hdr.sgml : 20100512 20100512215338 ACCESSION NUMBER: 0001209191-10-027411 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100512 FILED AS OF DATE: 20100512 DATE AS OF CHANGE: 20100512 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THAYER EQUITY INVESTORS V LP CENTRAL INDEX KEY: 0001164105 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34734 FILM NUMBER: 10826113 BUSINESS ADDRESS: STREET 1: 1455 PENNSYLVANNIA AVENUE NW STREET 2: SUITE 350 CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: 202-371-0150 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Roadrunner Transportation Systems, Inc. CENTRAL INDEX KEY: 0001440024 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 202454942 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4900 S. PENNSYLVANIA AVENUE CITY: CUDAHY STATE: WI ZIP: 53110 BUSINESS PHONE: 414-615-1500 MAIL ADDRESS: STREET 1: 4900 S. PENNSYLVANIA AVENUE CITY: CUDAHY STATE: WI ZIP: 53110 FORMER COMPANY: FORMER CONFORMED NAME: Roadrunner Transportation Services Holdings, Inc. DATE OF NAME CHANGE: 20080715 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TC Co-Investors V, LLC CENTRAL INDEX KEY: 0001446265 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34734 FILM NUMBER: 10826109 BUSINESS ADDRESS: STREET 1: 1455 PENNSYLVANIA AVENUE, N.W. STREET 2: SUITE 350 CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: 202-371-0150 MAIL ADDRESS: STREET 1: 1455 PENNSYLVANIA AVENUE, N.W. STREET 2: SUITE 350 CITY: WASHINGTON STATE: DC ZIP: 20004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TC Equity Partners V, L.L.C. CENTRAL INDEX KEY: 0001446266 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34734 FILM NUMBER: 10826112 BUSINESS ADDRESS: STREET 1: 1455 PENNSYLVANIA AVENUE, N.W. STREET 2: SUITE 350 CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: 202-371-0150 MAIL ADDRESS: STREET 1: 1455 PENNSYLVANIA AVENUE, N.W. STREET 2: SUITE 350 CITY: WASHINGTON STATE: DC ZIP: 20004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TC Roadrunner-Dawes Holdings, L.L.C. CENTRAL INDEX KEY: 0001446268 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34734 FILM NUMBER: 10826108 BUSINESS ADDRESS: STREET 1: 1455 PENNSYLVANIA AVENUE, N.W. STREET 2: SUITE 350 CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: 202-371-0150 MAIL ADDRESS: STREET 1: 1455 PENNSYLVANIA AVENUE, N.W. STREET 2: SUITE 350 CITY: WASHINGTON STATE: DC ZIP: 20004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TC Sargent Holdings, L.L.C. CENTRAL INDEX KEY: 0001446269 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34734 FILM NUMBER: 10826110 BUSINESS ADDRESS: STREET 1: 1455 PENNSYLVANIA AVENUE, N.W. STREET 2: SUITE 350 CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: 202-371-0150 MAIL ADDRESS: STREET 1: 1455 PENNSYLVANIA AVENUE, N.W. STREET 2: SUITE 350 CITY: WASHINGTON STATE: DC ZIP: 20004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thayer Hidden Creek Management, L.P. CENTRAL INDEX KEY: 0001446324 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34734 FILM NUMBER: 10826107 BUSINESS ADDRESS: STREET 1: 1455 PENNSYLVANIA AVENUE, N.W. STREET 2: SUITE 350 CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: 202-371-0150 MAIL ADDRESS: STREET 1: 1455 PENNSYLVANIA AVENUE, N.W. STREET 2: SUITE 350 CITY: WASHINGTON STATE: DC ZIP: 20004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thayer Hidden Creek Partners, L.L.C. CENTRAL INDEX KEY: 0001446325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34734 FILM NUMBER: 10826111 BUSINESS ADDRESS: STREET 1: 1455 PENNSYLVANIA AVENUE, N.W. STREET 2: SUITE 350 CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: 202-371-0150 MAIL ADDRESS: STREET 1: 1455 PENNSYLVANIA AVENUE, N.W. STREET 2: SUITE 350 CITY: WASHINGTON STATE: DC ZIP: 20004 3 1 doc3.xml FORM 3 SUBMISSION X0203 3 2010-05-12 0 0001440024 Roadrunner Transportation Systems, Inc. RRTS 0001164105 THAYER EQUITY INVESTORS V LP 1455 PENNSYLVANIA AVENUE, NW SUITE 350 WASHINGTON DC 20004 0 0 1 0 0001446266 TC Equity Partners V, L.L.C. 1455 PENNSYLVANIA AVENUE, NW SUITE 350 WASHINGTON DC 20004 0 0 1 0 0001446325 Thayer Hidden Creek Partners, L.L.C. 1455 PENNSYLVANIA AVENUE, NW SUITE 350 WASHINGTON DC 20004 0 0 1 0 0001446269 TC Sargent Holdings, L.L.C. 1455 PENNSYLVANIA AVENUE, NW SUITE 350 WASHINGTON DC 20004 0 0 1 0 0001446265 TC Co-Investors V, LLC 1455 PENNSYLVANIA AVENUE, NW SUITE 350 WASHINGTON DC 20004 0 0 1 0 0001446324 Thayer Hidden Creek Management, L.P. 1455 PENNSYLVANIA AVENUE, NW SUITE 350 WASHINGTON DC 20004 0 0 1 0 0001446268 TC Roadrunner-Dawes Holdings, L.L.C. 1455 PENNSYLVANIA AVENUE, NW SUITE 350 WASHINGTON DC 20004 0 0 1 0 Class A Common Stock 9941249 D Series B Convertible Preferred Stock Class A Common Stock 1415326 D Warrants (Right to Buy) 13.39 2007-03-14 2017-03-14 Class A Common Stock 2245772 D Warrants (Right to Buy) 8.37 2009-12-11 2017-12-11 Class A Common Stock 89588 D 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. 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. 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 other wise, the beneficial owner of such shares. 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. 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. 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 disclaims 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. 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. 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. 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. TC Equity is the general partner of Thayer and Thayer | Hidden Creek is the managing member of TC Equity. As such, TC Equity and Thayer | Hidden Creek may be deemed to be beneficial owners of the warrants reported in Table II. Each of TC Equity and Thayer | Hidden Creek expressly disclaims beneficial ownership of the warrants 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 either TC Equity or Thayer | Hidden Creek is, for Section 16 purposes or otherwise, the beneficial owner of such warrants. By: TC Equity Partners V, L.L.C., its General Partner By: Thayer | Hidden Creek Partners, L.L.C., its Managing Member By: Scott D. Rued, Executive 2010-05-12 Scott D. Rued, Member 2010-05-12 Scott D. Rued, Member 2010-05-12 Scott D. Rued, Managing Member 2010-05-12 Scott D. Rued, Managing Member 2010-05-12 Scott D. Rued, Managing Member 2010-05-12 Scott D. Rued, Member 2010-05-12 -----END PRIVACY-ENHANCED MESSAGE-----