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* THAYER EQUITY INVESTORS V LP (Last) (First) (Middle) 1455 PENNSYLVANIA AVENUE, NW SUITE 350 (Street) WASHINGTON DC 20004 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/12/2010	3. Issuer Name and Ticker or Trading Symbol Roadrunner Transportation Systems, Inc. [ RRTS ]
		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)
Class A Common Stock(1)	9,941,249(1)(2)	D(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
Series B Convertible Preferred Stock	(4)	(4)	Class A Common Stock(4)	1,415,326(5)	(4)	D(6)
Warrants (Right to Buy)	03/14/2007	03/14/2017	Class A Common Stock(7)	2,245,772(8)	$13.39	D(9)
Warrants (Right to Buy)	12/11/2009	12/11/2017	Class A Common Stock(7)	89,588	$8.37	D(10)

1. Name and Address of Reporting Person* THAYER EQUITY INVESTORS V LP (Last) (First) (Middle) 1455 PENNSYLVANIA AVENUE, NW SUITE 350 (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* TC Equity Partners V, L.L.C. (Last) (First) (Middle) 1455 PENNSYLVANIA AVENUE, NW SUITE 350 (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* Thayer Hidden Creek Partners, L.L.C. (Last) (First) (Middle) 1455 PENNSYLVANIA AVENUE, NW SUITE 350 (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* TC Sargent Holdings, L.L.C. (Last) (First) (Middle) 1455 PENNSYLVANIA AVENUE, NW SUITE 350 (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* TC Co-Investors V, LLC (Last) (First) (Middle) 1455 PENNSYLVANIA AVENUE, NW SUITE 350 (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* Thayer Hidden Creek Management, L.P. (Last) (First) (Middle) 1455 PENNSYLVANIA AVENUE, NW SUITE 350 (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* TC Roadrunner-Dawes Holdings, L.L.C. (Last) (First) (Middle) 1455 PENNSYLVANIA AVENUE, NW SUITE 350 (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. The shares of Class A Common Stock will convert into shares of common stock immediately prior to the consummation of the initial public offering of the Issuer on a one-for-one basis.

2. Represents 9,893,918 shares held directly by Thayer Equity Investors V, L.P. ("Thayer"), and 23,516 shares and 23,815 shares held directly by its affiliates TC Sargent Holdings, L.L.C. ("TC Sargent") and TC Roadrunner-Dawes Holdings, L.L.C. ("TC Roadrunner"), respectively.

3. 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.

4. The Series B Convertible Preferred Stock is convertible at any time, at the Reporting Person's election, and has no expiration date. The Series B Preferred Stock (including all accrued and unpaid dividends) will be converted into common stock immediately prior to the consummation of the Issuer's initial public offering.

5. Represents 1,414,112 shares of Class A Common Stock issuable upon conversion of Series B Convertible Preferred Stock held by Thayer; 450 shares of Class A Common Stock issuable upon conversion of Series B Convertible Preferred Stock held by TC Roadrunner; and 764 shares of Class A Common Stock issuable upon conversion of Series B Convertible Preferred Stock held by TC Sargent.

6. 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 disclaims 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.

7. The Class A Common Stock underlying the Warrants will convert into shares of common stock immediately prior to the consummation of the initial public offering of the Issuer on a one-for-one basis.

8. Represents warrants to purchase 2,224,629 shares of Class A Common Stock held directly by Thayer and warrants to purchase 21,143 shares of Class A Common Stock held directly by TC Sargent.

9. 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 TC Sargent. 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 warrants reported in Table II. Each of TC Equity, Co-Investors, Management, and Thayer | Hidden Creek expressly disclaims beneficial ownership of the warrants 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 either TC Equity, Co-Investors, Management, or Thayer | Hidden Creek is, for Section 16 purposes or otherwise, the beneficial owner of such warrants.

10. TC Equity is the general partner of Thayer and Thayer | Hidden Creek is the managing member of TC Equity. As such, TC Equity and Thayer | Hidden Creek may be deemed to be beneficial owners of the warrants reported in Table II. Each of TC Equity and Thayer | Hidden Creek expressly disclaims beneficial ownership of the warrants 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 either TC Equity or Thayer | Hidden Creek is, for Section 16 purposes or otherwise, the beneficial owner of such warrants.

Remarks:

	By: TC Equity Partners V, L.L.C., its General Partner By: Thayer | Hidden Creek Partners, L.L.C., its Managing Member By: Scott D. Rued, Executive	05/12/2010
	Scott D. Rued, Member	05/12/2010
	Scott D. Rued, Member	05/12/2010
	Scott D. Rued, Managing Member	05/12/2010
	Scott D. Rued, Managing Member	05/12/2010
	Scott D. Rued, Managing Member	05/12/2010
	Scott D. Rued, Member	05/12/2010
	** Signature of Reporting Person	Date
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