Roadrunner Transportation Systems (RRTS) Form 4 Change in insider ownership

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

ELLIOTT INTERNATIONAL, L.P.

(Last) (First) (Middle)

C/O MAPLES & CALDER, P.O. BOX 309

UGLAND HOUSE, SOUTH CHURCH STREET

(Street)

GEORGE TOWN E9 00000

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)		82,490,030	A	$0.5	86,055,170	D(1)
Common Stock	02/26/2019		P(3)		491,180,168	A	$0.5	577,235,338	D(1)
Series B Cumulative Redeemable Preferred Stock	02/26/2019		J(4)		105,400	D	(4)	0	D(1)
Series C Cumulative Redeemable Preferred Stock	02/26/2019		J(4)		37,400	D	(4)	0	D(1)
Series D Cumulative Redeemable Preferred Stock	02/26/2019		J(4)		68	D	(4)	0	D(1)
Series E Cumulative Redeemable Preferred Stock	02/26/2019		J(4)		25,500	D	(4)	0	D(1)
Series E-1 Cumulative Redeemable Preferred Stock	02/26/2019		J(4)		24,295	D	(4)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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			3,565,140	02/01/2019	02/19/2019	Common Stock	82,490,030	$0	0	D(1)

Explanation of Responses:

1. This Form 4 is filed jointly by Elliott International, L.P. ("Elliott International") and Elliott International Capital Advisors Inc. ("EICA" and, together with Elliott International, the "Reporting Persons"). EICA, as the investment manager of Elliott International, may be deemed to beneficially own the securities owned directly by Elliott International. Each of the Reporting Persons 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 Elliott International, with each right entitling Elliott International to purchase 23.1379497159 shares of Common Stock.

3. Represents shares of Common Stock acquired by Elliott International 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 Persons in connection with the Rights Offering.

	s/ Elliot Greenberg, Vice President of Elliott International Capital Advisers, Inc., as Attorney-in-Fact, for Elliott International, L.P.	02/28/2019
	/s/ Elliot Greenberg, Vice President of Elliott International Capital Advisers, Inc.	02/28/2019
	** Signature of Reporting Person	Date
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