Sec Form 4 Filing - ELLIOTT ASSOCIATES, L.P. @ Roadrunner Transportation Systems, Inc. - 2019-02-26

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ELLIOTT ASSOCIATES, L.P. 2. Issuer Name and Ticker or Trading Symbol Roadrunner Transportation Systems, Inc. [ RRTS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 40 WEST 57TH STREET, 30TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/26/2019 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.01 per share ("Common Stock") 02/26/2019 X( 2 ) 38,818,886 A $ 0.5 40,496,601 D ( 1 ) Common Stock 02/26/2019 P( 3 ) 231,143,609 A $ 0.5 271,640,210 D ( 1 ) Series B Cumulative Redeemable Preferred Stock 02/26/2019 J( 4 ) 49,600 D 0 D ( 1 ) Series C Cumulative Redeemable Preferred Stock 02/26/2019 J( 4 ) 17,600 D 0 D ( 1 ) Series D Cumulative Redeemable Preferred Stock 02/26/2019 J( 4 ) 32 D 0 D ( 1 ) Series E Cumulative Redeemable Preferred Stock 02/26/2019 J( 4 ) 12,000 D 0 D ( 1 ) Series E-1 Cumulative Redeemable Preferred Stock 02/26/2019 J( 4 ) 11,433 D 0 D ( 1 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Subscription Rights (right to buy) ( 5 ) $ 0.5 02/26/2019 X 1,677,715 02/01/2019 02/19/2019 Common Stock 38,818,886 $ 0 0 D ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ELLIOTT ASSOCIATES, L.P. 40 WEST 57TH STREET 30TH FLOOR NEW YORK, NY10019 X Signatures /s/ Elliot Greenberg, Vice President of Braxton Associates, Inc., as General Partner of Elliott Capital Advisors, L.P., as General Partner of Elliott Associates, L.P. 02/28/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is filed by Elliott Associates, L.P. (the "Reporting Person"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. ( 2 )Represents the exercise of subscription rights in the Issuer's rights offering, as described in the Issuer's Prospectus dated February 1, 2019 (the "Rights Offering") by the Reporting Person, with each right entitling the Reporting Person to purchase 23.1379497159 shares of Common Stock. ( 3 )Represents shares of Common Stock acquired by the Reporting Person pursuant to its backstop commitment in accordance with the Standby Purchase Agreement, dated as of November 8, 2018 (the "Standby Purchase Agreement"), filed as Exhibit 10.48 to the Issuer's Current Report on Form 8-K filed with the Securities and exchange Commission on November 9, 2018. ( 4 )Represents shares of the Issuer's preferred stock that were redeemed by the Issuer at a price equal to their liquidation value plus all redemption premiums, in accordance with the Standby Purchase Agreement. ( 5 )Represents subscription rights acquired by the Reporting Person in connection with the Rights Offering.

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.
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