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* RUED SCOTT D (Last) (First) (Middle) 4900 S. PENNSYLVANIA AVENUE (Street) CUDAHY WI 53110 (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) X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman of the Board
	3. Date of Earliest Transaction (Month/Day/Year) 12/10/2010
	4. 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 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	12/10/2010		P		100	A	$13.39	100	D
Common Stock	12/10/2010		P		3,812	A	$13.4	3,912	D
Common Stock	12/10/2010		P		9,423	A	$13.42	13,335	D
Common Stock	12/10/2010		P		1,414	A	$13.43	14,749	D
Common Stock	12/10/2010		P		5,399	A	$13.44	20,148	D
Common Stock	12/10/2010		P		6,613	A	$13.45	26,761	D
Common Stock	12/10/2010		P		1,539	A	$13.46	28,300	D
Common Stock	12/10/2010		P		1,700	A	$13.48	30,000	D
Common Stock	12/13/2010		P		100	A	$13.33	30,100	D
Common Stock	12/13/2010		P		676	A	$13.34	30,776	D
Common Stock	12/13/2010		P		624	A	$13.35	31,400	D
Common Stock	12/13/2010		P		300	A	$13.36	31,700	D
Common Stock	12/13/2010		P		200	A	$13.38	31,900	D
Common Stock	12/13/2010		P		100	A	$13.4	32,000	D
Common Stock	12/13/2010		P		8,000	A	$13.42	40,000	D
Common Stock								14,246,625(1)	I	See Footnote(2)(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

Explanation of Responses:

1. Represents 11,632,192 shares of common stock held by Thayer Equity Investors V, L.P. ("Thayer"); 24,369 shares of common stock held by TC Roadrunner-Dawes Holdings, L.L.C. ("TC Roadrunner"); and 24,455 shares of common stock held by TC Sargent Holdings, L.L.C. ("TC Sargent"); 2,528,947 shares held by Thayer | Hidden Creek Partners II, L.P. ("Partners II"); and 36,662 shares held by THC Co-Investors II, L.P. ("Investors II").

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

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.

Remarks:

	Lisa M. Costello (a/k/a Lisa M. Withers), Attorney-in-Fact	12/14/2010
	** 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 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).
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.