4//SEC Filing
THAYER EQUITY INVESTORS V LP 4
Accession 0001209191-10-029462
CIK 0001440024other
Filed
May 19, 8:00 PM ET
Accepted
May 20, 7:16 PM ET
Size
74.5 KB
Accession
0001209191-10-029462
Insider Transaction Report
Form 4
THAYER EQUITY INVESTORS V LP
10% Owner
Transactions
- Conversion
Common Stock
2010-05-18+1,739,767→ 11,681,016 total - Conversion
Series B Convertible Preferred Stock
2010-05-18−1,415,326→ 0 total→ Common Stock (1,739,767 underlying) - Conversion
Common Stock
2010-05-18+2,565,609→ 14,246,625 total
Footnotes (12)
- [F1]Represents shares of common stock issued upon conversion of the Series B Preferred Stock (including accrued and unpaid dividends) in Table II. Represents 1,738,274 shares of common stock held by Thayer Equity Investors V, L.P. ("Thayer"); 554 shares of common stock held by TC Roadrunner-Dawes Holdings, L.L.C. ("TC Roadrunner"); and 939 shares of common stock held by TC Sargent Holdings, L.L.C. ("TC Sargent").
- [F10]The Series B Convertible Preferred Stock was convertible at any time, at the Reporting Person's election, and had no expiration date.
- [F11]Immediately prior to the consummation of the Issuer's initial public offering, the Series B Preferred Stock (including accrued and unpaid dividends) was converted into common stock of the Issuer. Represents 1,738,274 shares of common stock held by Thayer; 554 shares of common stock held by TC Roadrunner; and 939 shares of common stock held by TC Sargent.
- [F12]TC Equity is the general partner of Thayer and Thayer | Hidden Creek is the managing member of TC Equity. Co-Investors is the managing member of each of TC Sargent and TC Roadrunner. Management is the sole manager of Co-Investors, and Thayer | Hidden Creek is the general partner of Management. As such TC Equity, Co-Investors, Management, and Thayer | Hidden Creek may be deemed to be beneficial owners of the shares reported in Table II. Each of TC Equity, Co-Investors, Management, and Thayer | Hidden Creek expressly disclaim beneficial ownership of the shares reported in Table II except to the extent of its pecuniary interest therein. The filing of this form should not be deemed an admission that TC Equity, Co-Investors, Management, or Thayer | Hidden Creek is, for Section 16 purposes or otherwise, the beneficial owner of such shares.
- [F2]The Series B Preferred Stock in Table II (including all accrued and unpaid dividends) was converted into common stock immediately prior to the consummation of the Issuer's initial public offering for no additional consideration.
- [F3]Represents 11,632,192 shares of common stock held by Thayer; 24,369 shares of common stock held by TC Roadrunner; and 24,455 shares of common stock held by TC Sargent.
- [F4]TC Equity Partners V, L.L.C. ("TC Equity") is the general partner of Thayer and Thayer | Hidden Creek Partners, L.L.C. ("Thayer | Hidden Creek") is the managing member of TC Equity. TC Co-Investors V, L.L.C. ("Co-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 Co-Investors, and Thayer | Hidden Creek is the general partner of Management. As such, TC Equity, Co-Investors, Management, and Thayer | Hidden Creek may be deemed to be beneficial owners of the shares reported in Table I. Each of TC Equity, Co-Investors, Management, and Thayer | Hidden Creek expressly disclaims beneficial ownership of the shares reported in Table I except to the extent of its pecuniary interest therein. The filing of this form should not be deemed an admission that TC Equity, Co-Investors, Management, or Thayer | Hidden Creek is, for Section 16 purposes or otherwise, the beneficial owner of such shares.
- [F5]Represents 2,528,947 shares of common stock held by Thayer | Hidden Creek Partners II, L.P. ("Partners II") and 36,662 shares of common stock held by THC Co-Investors II, L.P. ("Co-Investors II") acquired in connection with the merger of a wholly owned subsidiary of the Issuer into Group Transportation Services Holdings, Inc. on May 18, 2010, as described in the Issuer's prospectus relating to its initial public offering.
- [F6]Acquired in connection with the merger of a wholly owned subsidiary of the Issuer into Group Transportation Services Holdings, Inc. on May 18, 2010, as described in the Issuer's prospectus relating to its initial public offering.
- [F7]Represents 11,632,192 shares of common stock held by Thayer; 24,369 shares of common stock held by TC Roadrunner; 24,455 shares of common stock held by TC Sargent; 2,528,947 shares held by Partners II, and 36,662 shares held by Co-Investors II.
- [F8]TC Equity is the general partner of Thayer and Thayer | Hidden Creek is the managing member of TC Equity. Co-Investors is the managing member of each of TC Sargent and TC Roadrunner. Management is the sole manager of Co-Investors, and Thayer | Hidden Creek is the general partner of Management. THCP Management II, L.P. ("THCP") is the general partner of Partners II and Co-Investors II, and Thayer | Hidden Creek is the general partner of THCP. As such, TC Equity, Co-Investors, Management, THCP, and Thayer | Hidden Creek may be deemed to be beneficial owners of the shares reported in Table I. Each of TC Equity, Co-Investors, Management, THCP, and Thayer | Hidden Creek 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 TC Equity, Co-Investors, Management, THCP, or Thayer | Hidden Creek is, for Section 16 purposes or otherwise, the beneficial owner of such shares.
- [F9]The Reporting Person previously reported 1,414,112 shares of common stock issuable upon conversion of Series B Convertible Preferred Stock (not including accrued and unpaid dividends) held by Thayer; 450 shares of common stock issuable upon conversion of Series B Convertible Preferred Stock (not including accrued and unpaid dividends) held by TC Roadrunner; and 764 shares of common stock issuable upon conversion of Series B Convertible Preferred Stock (not including accrued and unpaid dividends) held by TC Sargent.
Issuer
Roadrunner Transportation Systems, Inc.
CIK 0001440024
Entity typeother
Related Parties
1- filerCIK 0001164105
Filing Metadata
- Form type
- 4
- Filed
- May 19, 8:00 PM ET
- Accepted
- May 20, 7:16 PM ET
- Size
- 74.5 KB