4//SEC Filing
THAYER EQUITY INVESTORS V LP 4
Accession 0001104659-19-009097
CIK 0001440024other
Filed
Feb 14, 7:00 PM ET
Accepted
Feb 15, 6:37 PM ET
Size
29.0 KB
Accession
0001104659-19-009097
Insider Transaction Report
Form 4
THAYER EQUITY INVESTORS V LP
10% Owner
Transactions
- Sale
Subscription Rights (right to buy)
2019-02-14$0.00/sh−2,500,000$1,000→ 5,301,625 totalExercise: $0.50From: 2019-02-01Exp: 2019-02-19→ Common Stock (57,844,874 underlying) - Sale
Common Stock
2019-02-14$0.48/sh−2,000,000$959,400→ 5,801,625 total - Sale
Subscription Rights (right to buy)
2019-02-15$0.00/sh−287,763$29→ 5,013,862 totalExercise: $0.50From: 2019-02-01Exp: 2019-02-19→ Common Stock (6,658,256 underlying)
Footnotes (9)
- [F1]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").
- [F2]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.
- [F3]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]
- [F4][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.
- [F5]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 Partners 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.
- [F6]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.
- [F7]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.
- [F8]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.
- [F9]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.
Documents
Issuer
Roadrunner Transportation Systems, Inc.
CIK 0001440024
Entity typeother
Related Parties
1- filerCIK 0001164105
Filing Metadata
- Form type
- 4
- Filed
- Feb 14, 7:00 PM ET
- Accepted
- Feb 15, 6:37 PM ET
- Size
- 29.0 KB