Sec Form 4 Filing - THAYER EQUITY INVESTORS V LP @ Roadrunner Transportation Systems, Inc. - 2019-02-14

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 THAYER EQUITY INVESTORS V LP 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) 1730 PENNSYLVANIA AVENUE, SUITE 525 3. Date of Earliest Transaction (MM/DD/YY) 02/14/2019 (Street) WASHINGTON, DC20006 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 02/14/2019 S 2,000,000 ( 1 ) D $ 0.4797 5,801,625 ( 2 ) D ( 3 ) ( 4 ) ( 5 )

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) $ 0.5 02/14/2019 S 2,500,000 ( 6 ) 02/01/2019 02/19/2019 Common Stock 57,844,874 $ 0.0004 ( 7 ) 5,301,625 D ( 3 ) ( 4 ) ( 5 ) Subscription Rights (right to buy) $ 0.5 02/15/2019 S 287,763 ( 8 ) 02/01/2019 02/19/2019 Common Stock 6,658,256 $ 0.0001 5,013,862 ( 9 ) D ( 3 ) ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other THAYER EQUITY INVESTORS V LP 1730 PENNSYLVANIA AVENUE SUITE 525 WASHINGTON, DC20006 X TC Roadrunner-Dawes Holdings, L.L.C. 1730 PENNSYLVANIA AVENUE SUITE 525 WASHINGTON, DC20006 X HCI EQUITY PARTNERS III, L.P. 1730 PENNSYLVANIA AVENUE SUITE 525 WASHINGTON, DC20006 X TC Sargent Holdings, L.L.C. 1730 PENNSYLVANIA AVENUE SUITE 525 WASHINGTON, DC20006 X HCI CO-INVESTORS III, L.P. 1730 PENNSYLVANIA AVENUE SUITE 525 WASHINGTON, DC20006 X TC Co-Investors V, LLC 1730 PENNSYLVANIA AVENUE SUITE 525 WASHINGTON, DC20006 X HC EQUITY PARTNERS V, L.L.C. 1730 PENNSYLVANIA AVENUE SUITE 525 WASHINGTON, DC20006 X HCI EQUITY MANAGEMENT, L.P. 1730 PENNSYLVANIA AVENUE SUITE 525 WASHINGTON, DC20006 X HCI EQUITY PARTNERS, L.L.C. 1730 PENNSYLVANIA AVENUE SUITE 525 WASHINGTON, DC20006 X HCI MANAGEMENT III, L.P. 1730 PENNSYLVANIA AVENUE SUITE 525 WASHINGTON, DC20006 X Signatures Thayer Equity Investors V, L.P. - /s/ Lisa Costello, CFO 02/15/2019 Signature of Reporting Person Date TC Roadrunner-Dawes Holdings, L.L.C. - /s/ Lisa Costello, CFO 02/15/2019 Signature of Reporting Person Date HCI Equity Partners III, L.P. - /s/ Lisa Costello, CFO 02/15/2019 Signature of Reporting Person Date TC Sargent Holdings, L.L.C. - /s/ Lisa Costello, CFO 02/15/2019 Signature of Reporting Person Date HCI Co-Investors III, L.P. - /s/ Lisa Costello, CFO 02/15/2019 Signature of Reporting Person Date TC Co-Investors V, LLC - /s/ Lisa Costello, CFO 02/15/2019 Signature of Reporting Person Date HC Equity Partners V, L.L.C. - /s/ Lisa Costello, CFO 02/15/2019 Signature of Reporting Person Date HCI Equity Management, L.P. - /s/ Lisa Costello, CFO 02/15/2019 Signature of Reporting Person Date HCI Management III, L.P. - /s/ Lisa Costello, CFO 02/15/2019 Signature of Reporting Person Date HCI Equity Partners, L.L.C. - /s/ Lisa Costello, CFO 02/15/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 1,632,975 shares sold by Thayer Equity Investors V, L.P. ("Thayer"); 3,421 shares sold by TC Roadrunner-Dawes Holdings, L.L.C. ("TC Roadrunner"); 3,433 shares sold by TC Sargent Holdings, L.L.C. ("TC Sargent"); 355,024 shares sold by HCI Equity Partners III, L.P. (f/k/a Thayer Hidden Creek Partners II, L.P. ) ("Partners III"); and 5,147 shares sold by HCI Co-Investors III, L.P. (f/k/a THC Co-Investors II, L.P.) ("Co-Investors III"). ( 2 )Represents 4,736,955 shares held by Thayer; 9,924 shares held by TC Roadrunner; 9,959 shares held by TC Sargent; 1,029,858 shares held by Partners III; and 14,929 shares held by Co-Investors III. ( 3 )HC Equity Partners V, L.L.C. ("HC Equity") is the general partner of Thayer and HCI Equity Partners, L.L.C. ("HCI Equity Partners") is the managing member of HC Equity. TC Co-Investors V, L.L.C. ("Investors") is the managing member of each of TC Sargent and TC Roadrunner. HCI Equity Management, L.P. ("Management") is the sole manager of Investors, and HCI Equity Partners if the general partner of Management. HCI Management III, L.P. ("HI Management III") is the general partner of Partners III and Co-Investors III, and HCI Equity Partners if the general partner of HCI Management III. As such, HC Equity, Investors, Management, HCI Management III, and HCI Equity Partners may be deemed to be beneficial owners of the securities reported in this Form 4. [CONTINUED IN FOOTNOTE 4] ( 4 )[CONTINUED FROM FOOTNOTE 3] Each of HC Equity, Investors, Management, HCI Management III, and HCI Equity Partners expressly disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. The filing of this form should not be deemed an admission that HCI Equity, Investors, Management, HCI Management III, or HCI Equity Partners is, for Section 16 purposes, the beneficial owner of such securities. ( 5 )HC Equity, HCI, Co-Investors, HCI Management III and HCI Equity Partners may be deemed to be beneficial owners of the securities reported in this Form 4. Each of HC Equity, HCI, Co-Investors, HCI Management III, and HCI Equity Partner s expressly disclaims beneficial ownership of the securities reported in this Form 4 except to the extent of any pecuniary interest therein. The filing of this form should not be deemed an admission that HC Equity, HCI, Co-Investors, HCI Management III or HCI Equity Partners is, for Section 16 purposes or otherwise, the beneficial owner of such securities. ( 6 )On February 1, 2019, Roadrunner Transportation Systems, Inc. (the "Issuer") commenced a registered rights offering, pursuant to which all holders of common stock at 5:00 p.m. on January 30, 2019 received transferrable subscription rights to purchase their pro rata share of an aggregate of 900,000,000 new shares of the Issuer's common stock (the "Subscription Rights"), or 23.1379497159 shares of common stock per Subscription Right. Represents 2,041,219 Subscription Rights sold by Thayer; 4,276 Subscription Rights sold by TC Roadrunner; 4,291 Subscription Rights sold by TC Sargent; 443,780 Subscription Rights sold by Partners III; and 6,434 Subscription Rights sold by Co-Investors III. ( 7 )The price reported in Column 8 is a weighted average price. 2,000,000 Subscription Rights were sold at a price of $0.0003 per right. 500,000 Subscription Rights were sold at a price of $0.0008 per right. ( 8 )Represents 234,955 Subscription Rights sold by Thayer; 492 Subscription Rights sold by TC Roadrunner; 494 Subscription Rights sold by TC Sargent; 51,081 Subscription Rights sold by Partners III; and 741 Subscription Rights sold by Co-Investors III. ( 9 )Represents 4,093,756 Subscription Rights held by Thayer; 8,577 Subscription Rights held by TC Roadrunner; 8,607 Subscription Rights held by TC Sargent; 890,021 Subscription Rights held by Partners III; and 12,901 Subscription Rights held by Co-Investors III.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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