| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D/A | |
|
Under the Securities Exchange Act of 1934 (Amendment No. 4) | |
|
Roadrunner Transportation Systems, Inc. | |
| (Name of Issuer) | |
|
Common Stock, par value $0.01 per share | |
| (Title of Class of Securities) | |
|
76973Q105 | |
| (CUSIP Number) | |
|
Elliott Associates, L.P. c/o Elliott Management Corporation 40 West 57th Street New York, NY 10019
with a copy to: Eleazer Klein, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
|
November 14, 2018 | |
| (Date of Event Which Requires Filing of This Statement) | |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 7 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 76973Q105 | Schedule 13D/A | Page 2 of 7 Pages |
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1
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NAME OF REPORTING PERSON Elliott Associates, L.P.
| |||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x (b) ¨ | ||
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3
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SEC USE ONLY | |||
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4
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SOURCE OF FUNDS WC
| |||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨ | ||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| |||
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NUMBER OF |
7
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SOLE VOTING POWER 1,677,715
| ||
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8
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SHARED VOTING POWER 0
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9
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SOLE DISPOSITIVE POWER 1,677,715
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10
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SHARED DISPOSITIVE POWER 0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,677,715
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ | ||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3%
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14
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TYPE OF REPORTING PERSON PN
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| CUSIP No. 76973Q105 | Schedule 13D/A | Page 3 of 7 Pages |
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1
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NAME OF REPORTING PERSON Elliott International, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x (b) ¨ | ||
|
3
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SEC USE ONLY | |||
|
4
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SOURCE OF FUNDS WC
| |||
|
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨ | ||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies
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NUMBER OF |
7
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SOLE VOTING POWER 0
| ||
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8
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SHARED VOTING POWER 3,565,140
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|
9
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SOLE DISPOSITIVE POWER 0
| |||
|
10
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SHARED DISPOSITIVE POWER 3,565,140
| |||
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 3,565,140
| |||
|
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ | ||
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%
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|
14
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TYPE OF REPORTING PERSON PN
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| CUSIP No. 76973Q105 | Schedule 13D/A | Page 4 of 7 Pages |
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1
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NAME OF REPORTING PERSON Elliott International Capital Advisors Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x (b) ¨ | ||
|
3
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SEC USE ONLY | |||
|
4
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SOURCE OF FUNDS OO
| |||
|
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨ | ||
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| |||
|
NUMBER OF |
7
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SOLE VOTING POWER 0
| ||
|
8
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SHARED VOTING POWER 3,565,140
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|
9
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SOLE DISPOSITIVE POWER 0
| |||
|
10
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SHARED DISPOSITIVE POWER 3,565,140
| |||
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 3,565,140
| |||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ | ||
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%
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|
14
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TYPE OF REPORTING PERSON CO
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| CUSIP No. 76973Q105 | Schedule 13D/A | Page 5 of 7 Pages |
| The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (the "Amendment No. 4"). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein. | |||
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. | ||
| Item 3 of the Schedule 13D is hereby amended and restated in the entirety by the following: | |||
| Elliott Working Capital | The aggregate purchase price of the shares of Common Stock directly owned by Elliott is approximately $10,054,798. | ||
| Elliott International Working Capital | The aggregate purchase price of the shares of Common Stock directly owned by Elliott International is approximately $21,110,779. | ||
| The Reporting Persons may effect purchases of shares of Common Stock through margin accounts maintained for them with prime brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. Positions in shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase shares of Common Stock. | |||
| Item 5. | INTERESTS IN SECURITIES OF THE ISSUER. | ||
| Items 5(a) and 5(c) of the Schedule 13D are hereby amended and restated in the entirety by the following: | |||
| (a) As of the date hereof, Elliott, Elliott International and EICA collectively have combined economic exposure in the Issuer of approximately 13.5% of the shares of Common Stock outstanding. | |||
| The aggregate percentage of Common Stock reported owned by each person named herein is based upon 38,895,172 shares of Common Stock outstanding, which is the sum of (i) 38,515,600 shares of Common Stock outstanding as of November 6, 2018 as reported in the Issuer's Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 13, 2018 plus (ii) 379,572 shares of Common Stock issuable in connection with the exercise of the Warrants described below. | |||
| As of the date hereof, Elliott beneficially owned 1,677,715 shares of Common Stock constituting 4.3% of the shares of Common Stock outstanding. | |||
| As of the date hereof, Elliott International beneficially owned 3,565,140 shares of Common Stock constituting approximately 9.2% of the shares of Common Stock outstanding. EICA, as the investment manager of Elliott International may be deemed to beneficially own the 3,565,140 shares of Common Stock beneficially owned by Elliott International, constituting approximately 9.2% of the shares of Common Stock outstanding. | |||
| Collectively, Elliott, Elliott International and EICA beneficially own 5,242,855 shares of Common Stock, constituting approximately 13.5% of the shares of Common Stock outstanding. | |||
| (c) The transactions effected by the Reporting Persons since the filing of Amendment No. 3 to the Schedule 13D are set forth on Schedule 1 attached hereto. | |||
| CUSIP No. 76973Q105 | Schedule 13D/A | Page 6 of 7 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATE: November 16, 2018
| ELLIOTT ASSOCIATES, L.P. | ||
| By: Elliott Capital Advisors, L.P., as General Partner | ||
| By: Braxton Associates, Inc., as General Partner | ||
| /s/ Elliot Greenberg | ||
| Name: Elliot Greenberg | ||
| Title: Vice President | ||
| ELLIOTT INTERNATIONAL, L.P. | ||
| By: Elliott International Capital Advisors Inc., as Attorney-in-Fact | ||
| /s/ Elliot Greenberg | ||
| Name: Elliot Greenberg | ||
| Title: Vice President | ||
| ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC. | ||
| /s/ Elliot Greenberg | ||
| Name: Elliot Greenberg | ||
| Title: Vice President |
| CUSIP No. 76973Q105 | Schedule 13D/A | Page 7 of 7 Pages |
SCHEDULE 1
Transactions of the Reporting Persons Effected Since the Filing of Amendment No. 3
The following transactions were effected by Elliott Associates, L.P. in the Common Stock since the filing of Amendment No. 3 to the Schedule 13D:
| Date | Security | Amount of Shs. Bought / (Sold) |
Approx. price ($) per Share |
| 11/14/2018 | Common Stock | 483,343 | 0.6971 |
The following transactions were effected by Elliott International, L.P. in the Common Stock since the filing of Amendment No. 3 to the Schedule 13D:
| Date | Security | Amount of Shs. Bought / (Sold) |
Approx. price ($) per Share |
| 11/14/2018 | Common Stock | 1,027,105 | 0.6971 |