Edgar Filing: Roadrunner Transportation Systems, Inc.

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Eos Capital Partners III L P

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]

(Last)

(First)

(Middle)

320 PARK AVENUE,Â 9TH FLOOR

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 Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10022

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	2,986,279	D ⁽¹⁾ ⁽²⁾	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Convertible Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Class A Common Stock	298,628 ⁽⁴⁾	$ ⁽³⁾	D ⁽²⁾ ⁽⁵⁾	Â
Warrants	Â ⁽⁶⁾	12/11/2017	Class A Common Stock	559,928	$ 8.37	D ⁽²⁾ ⁽⁷⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Eos Capital Partners III L P 320 PARK AVENUE 9TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â
Eos Partners, L.P. 320 PARK AVENUE 9TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â

Signatures

/s/ Brian Young		05/12/2010
^**Signature of Reporting Person		Date
/s/ Brian Young		05/12/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Represents 2,320,161 shares of Class A common stock held by Eos Capital Partners III, L.P. ("ECP III") and 666,118 shares of Class A common stock held by Eos Partners, L.P. ("Eos Partners").
(2)	ECP III, LLC is the general partner of ECP General III, L.P., the general partner of ECP III. Eos General, L.L.C. is the general partner of Eos Partners, L.P. Because each of these funds is ultimately under common management that shares the power to direct the voting and disposition of the shares, each of these entities may be deemed to share beneficial ownership of the shares owned by the others. Each of these entities disclaims this beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the shares for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.
(3)	The convertible preferred stock is convertible at any time, at the holder's election, and has no expiration date. Immediately prior to the consummation of the initial public offering of the issuer, the convertible preferred stock will be converted into common stock for no additional consideration.
(4)	Accrued and unpaid dividends on the convertible preferred stock are convertible into shares of common stock upon conversion of the convertible preferred stock. Dividends accrue at a rate of 15% per annum, compounding quarterly.
(5)	Represents 232,034 shares of common stock issuable upon conversion of Series B convertible preferred stock held by ECP III and 66,594 shares of common stock issuable upon conversion of Series B convertible preferred stock held by Eos Partners.
(6)	The warrants are exercisable at any time prior to the expiration date, at the holder's election.
(7)	Represents 435,101 shares of common stock issuable upon exercise of warrants held by ECP III and 124,827 shares of common stock issuable upon exercise held by Eos Partners.

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