Yellow (YELLQ) Form 4 YRC Worldwide / Thomas Joseph III O'Connor ownership change

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^*

O'Connor Thomas Joseph III

(Last) (First) (Middle)

10990 ROE AVENUE

(Street)

OVERLAND PARK KS 66211

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
YRC Worldwide Inc. [ YRCW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, USF Reddaway Inc.

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2017

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	02/23/2017		F(1)		1,453	D	$12.56	45,428	D
Common Stock	02/23/2017		F(2)		3,061	D	$12.56	42,367	D
Common Stock	02/24/2017		S		3,000	D	$12.61(3)	39,367	D

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

Explanation of Responses:

1. On February 23, 2017, 2,776 restricted shares of Mr. O'Connor's Company stock, granted March 9, 2015, vested. On February 23, 2017, Mr. O'Connor automatically surrendered 1,453 of the 2,776 newly-vested shares to the Company to satisfy the tax withholding obligation triggered upon the February 23rd vesting. The automatic surrender of newly-vested shares is the Company's default process for paying tax withholding obligations triggered upon the vesting of restricted stock.

2. On February 23, 2017, 5,441 restricted shares of Mr. O'Connor's Company stock, earned February 15, 2016, vested. On February 23, 2017, Mr. O'Connor automatically surrendered 3,061 of the 5,441 newly-vested shares to the Company to satisfy the tax withholding obligation triggered upon the February 23rd vesting. The automatic surrender of newly-vested shares is the Company's default process for paying tax withholding obligations triggered upon the vesting of restricted stock.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.60 to $12.61, inclusive. Mr. O'Connor undertakes to provide to YRC Worldwide Inc., any security holder of YRC Worldwide Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth.

	/s/Leah K. Dawson, Attorney-in-Fact for Thomas O'Connor	02/27/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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