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* CSP III AIV GP (Cayman), Ltd. (Last) (First) (Middle) C/O INTERTRUST CORPORATE SERVICES 190 ELGIN AVENUE (Street) GEORGE TOWN, GRAND CAYMAN KY1-9005 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/31/2013	3. Issuer Name and Ticker or Trading Symbol YRC Worldwide Inc. [ YRCW ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
Common Stock	4,083,122(1)	I	See Footnotes(2)(3)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* CSP III AIV GP (Cayman), Ltd. (Last) (First) (Middle) C/O INTERTRUST CORPORATE SERVICES 190 ELGIN AVENUE (Street) GEORGE TOWN, GRAND CAYMAN KY1-9005 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CSP III AIV General Partner (Cayman), L.P. (Last) (First) (Middle) C/O INTERTRUST CORPORATE SERVICES 190 ELGIN AVENUE (Street) GEORGE TOWN, GRAND CAYMAN KY1-9005 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CSP III AIV (Cayman), L.P. (Last) (First) (Middle) C/O INTERTRUST CORPORATE SERVICES 190 ELGIN AVENUE (Street) GEORGE TOWN, GRAND CAYMAN KY1-9005 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TC Group Cayman Investment Holdings, L.P. (Last) (First) (Middle) C/O INTERTRUST CORPORATE SERVICES 190 ELGIN AVENUE (Street) GEORGE TOWN, GRAND CAYMAN KY1-9005 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TC Group Cayman Investment Holdings Sub L.P. (Last) (First) (Middle) C/O INTERTRUST CORPORATE SERVICES 190 ELGIN AVENUE (Street) GEORGE TOWN, GRAND CAYMAN KY1-9005 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Carlyle Holdings II GP L.L.C. (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S (Street) WASHINGTON DC 20004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Carlyle Holdings II L.P. (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S (Street) WASHINGTON DC 20004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Includes 1,652,412 shares of Common Stock held by Carlyle Strategic Partners II, L.P., 97,377 shares of Common Stock held by CSP II Coinvestment, L.P. and 2,333,333 shares of Common Stock held by CSP III AIV (Cayman), L.P.

2. Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the managing member of Carlyle Holdings II GP L.L.C., which is the general partner of Carlyle Holdings II L.P., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole shareholder of CSP III AIV GP (Cayman), Ltd., which is the general partner of CSP III AIV General Partner (Cayman), L.P., which is the general partner of CSP III AIV (Cayman), L.P.

3. The Carlyle Group L.P. is also the sole shareholder of Carlyle Holdings I GP Inc., which is the managing member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which is the managing member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the managing member of TC Group CSP II, L.L.C., which is the general partner of CSP II General Partner, L.P., which is the general partner of each of Carlyle Strategic Partners II, L.P. and CSP II Coinvestment, L.P.

Remarks:

Exhibits: Exhibit 24 - Power of Attorney

	CSP III AIV GP (CAYMAN), LTD. By: /s/ R. Rainey Hoffman, attorney-in-fact	02/04/2014
	CSP III AIV GENERAL PARTNER (CAYMAN), L.P. By: CSP III AIV GP (Cayman), Ltd., its general partner By: /s/ R. Rainey Hoffman, attorney-in-fact	02/04/2014
	CSP III AIV (CAYMAN), L.P. By: CSP III AIV General Partner (Cayman), L.P., its general partner By: CSP III AIV GP (Cayman), Ltd., its general partner By: /s/ R. Rainey Hoffman, attorney-in-fact	02/04/2014
	CARLYLE HOLDINGS II GP L.L.C. By: The Carlyle Group L.P., its managing member By: Carlyle Group Management L.L.C., its general partner By: /s/ R. Rainey Hoffman, attorney-in-fact	02/04/2014
	CARLYLE HOLDINGS II L.P. By: /s/ R. Rainey Hoffman, attorney-in-fact	02/04/2014
	TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P. By: Carlyle Holdings II L.P., its general partner By: /s/ R. Rainey Hoffman, attorney-in-fact	02/04/2014
	TC GROUP CAYMAN INVESTMENT HOLDINGS SUB L.P. By: TC Group Cayman Investment Holdings, L.P., its general partner By: Carlyle Holdings II L.P., its general partner By: /s/ R. Rainey Hoffman, attorney-in-fact	02/04/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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