RRTS / Roadrunner Transportation Systems, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Roadrunner Transportation Systems, Inc.
US ˙ OTCPK ˙ US76973Q2049

Mga Batayang Estadistika
CIK 1440024
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Roadrunner Transportation Systems, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
April 17, 2020 15-12B

RRTS / Roadrunner Transportation Systems, Inc. 15-12B - - 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34734 ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact name of regi

April 15, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 April 09, 2020 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation) (

April 6, 2020 25

RRTS / Roadrunner Transportation Systems, Inc. 25 - - FORM 25

Form 25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34734 ROADRUNNER TRANSPORTATION SYSTEMS, INC. New York Stock Exchange (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed a

April 1, 2020 EX-99.1

Roadrunner Announces Sale of Stagecoach Cartage and Distribution Dry Van business unit was part of the company’s Truckload segment Downers Grove, IL (BUSINESS WIRE) — April 1, 2020 – Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “compa

stagecoachdivestiturerel Roadrunner Announces Sale of Stagecoach Cartage and Distribution Dry Van business unit was part of the company’s Truckload segment Downers Grove, IL (BUSINESS WIRE) — April 1, 2020 – Roadrunner Transportation Systems, Inc.

April 1, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 April 01, 2020 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation) (

March 30, 2020 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2019 Commission File Number 001-34734 ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 20-2454942 (State or Other Jurisdiction of Incorpora

March 30, 2020 EX-4.6

Description of Capital Stock

Exhibit 4.6 DESCRIPTION OF CAPITAL STOCK The following is a summary of the material terms of our capital stock. This discussion does not purport to be complete and you are strongly encouraged to read our Amended and Restated Certificate of Incorporation, as amended, Third Amended and Restated Bylaws, and the applicable provisions of the Delaware General Corporation Law. Authorized and Outstanding

March 30, 2020 EX-10.62

Separation Agreement, dated as of December 10, 2019, between the Registrant and Michael L. Gettle

gettleseparationagreemen

March 30, 2020 EX-21.1

List of Subsidiaries

Exhibit 21.1 LIST OF SUBSIDIARIES ROADRUNNER TRANSPORTATION SYSTEMS, INC. Name of Subsidiary State/County of Incorporation/Organization Parent A&A Express, LLC Delaware RRTC Holdings, Inc. Active Aero Charter, LLC (DBA Ascent On-Demand) Michigan Active Aero Group, Inc. Active Aero Group, Inc. (DBA Ascent On-Demand) Delaware Roadrunner Transportation Systems, Inc. Active Aero Motor Carrier, LLC (DB

March 27, 2020 S-8 POS

RRTS / Roadrunner Transportation Systems, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on March 27, 2020 Registration No.

March 27, 2020 S-8 POS

RRTS / Roadrunner Transportation Systems, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on March 27, 2020 Registration No.

March 26, 2020 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 March 26, 2020 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation) (

March 26, 2020 EX-99.1

Roadrunner Transportation Systems Reports 2019 Results Announces Plans to Voluntarily Withdraw from NYSE and Deregister with SEC • Revenue and Adjusted EBITDA declined in the 2019 fourth quarter primarily due to lower market demand and rates, continu

earningsreleaseexhibit Roadrunner Transportation Systems Reports 2019 Results Announces Plans to Voluntarily Withdraw from NYSE and Deregister with SEC • Revenue and Adjusted EBITDA declined in the 2019 fourth quarter primarily due to lower market demand and rates, continuation of the General Motors strike into October and the impact of planned dry van downsizing and divestitures • Achieved signif

March 3, 2020 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 02, 2020 ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation)

March 2, 2020 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 02, 2020 ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation)

March 2, 2020 EX-99.2

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION On January 28, 2020, Roadrunner Transportation Systems, Inc. (the “Company”), entered into a definitive stock purchase agreement to sell all of the outstanding equity of its subsidiary

proformafs UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION On January 28, 2020, Roadrunner Transportation Systems, Inc.

March 2, 2020 EX-99.1

Roadrunner Closes on the Sale of its Prime Distribution Services Business to C.H. Robinson Downers Grove, IL (BUSINESS WIRE) — March 2, 2020 – Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a leading asset-right

primeclosingreleasefinal Roadrunner Closes on the Sale of its Prime Distribution Services Business to C.

January 28, 2020 EX-99.1

Roadrunner Announces Agreement to Sell its Prime Distribution Services Business to C.H. Robinson Downers Grove, IL (BUSINESS WIRE) — January 28, 2020 – Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a leading as

primedivestiturereleasef Roadrunner Announces Agreement to Sell its Prime Distribution Services Business to C.

January 28, 2020 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 28, 2020 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation)

January 13, 2020 SC 13D/A

RRTS / Roadrunner Transportation Systems, Inc. / Elliott Investment Management L.P. - ROADRUNNER TRANSPORTATION SYSTEMS, INC. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6) Roadrunner Transportation Systems, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 76973Q204 (CUSIP Number) Elliott Investment Management L.P. 40 West 57th Street New York, NY 10019 with a copy to: Eleazer Klein, Esq. Schu

December 11, 2019 EX-99.1

Roadrunner Transportation Systems Announces COO Transition Downers Grove, IL (BUSINESS WIRE) — December 11, 2019 – Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a leading asset-right transportation and asset-li

releasecootransitionfina Roadrunner Transportation Systems Announces COO Transition Downers Grove, IL (BUSINESS WIRE) — December 11, 2019 – Roadrunner Transportation Systems, Inc.

December 11, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 11, 2019 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation

December 9, 2019 EX-99.1

Roadrunner Announces Sale of its Flatbed Business Unit Downers Grove, IL (BUSINESS WIRE) — December 9, 2019 – Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a leading asset-right transportation and asset-light l

flatbeddivestiturereleas Roadrunner Announces Sale of its Flatbed Business Unit Downers Grove, IL (BUSINESS WIRE) — December 9, 2019 – Roadrunner Transportation Systems, Inc.

December 9, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 9, 2019 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation)

December 2, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 27, 2019 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation

December 2, 2019 EX-10.53(D)

Fourth Amendment and Waiver to Credit Agreement, dated as of November 27, 2019, among Roadrunner Transportation Systems, Inc., the Lenders (as defined therein), BMO Harris Bank, N.A., and the other parties thereto

fourthamendmentandwaibd7 EXECUTION VERSION FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this “Amendment”) dated as of November 27, 2019 among ROADRUNNER TRANSPORTATION SYSTEMS, INC.

December 2, 2019 EX-10.52(D)

Fourth Amendment and Waiver to Credit Agreement, dated as of November 27, 2019, among Roadrunner Transportation Systems, Inc., the Lenders (as defined therein), BMO Harris Bank, N.A., and the other parties thereto

fourthamendmentandwaiver EXECUTION VERSION FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this “Amendment”) dated as of November 27, 2019 among ROADRUNNER TRANSPORTATION SYSTEMS, INC.

November 12, 2019 EX-10.60

Employment Agreement, dated as of September 9, 2019, between Roadrunner Transportation Systems, Inc. and Patrick J. Unzicker.

patunzickeremploymentagr

November 12, 2019 EX-10.61

Credit Agreement, dated as of November 5, 2019, between Roadrunner Transportation Systems, Inc., Elliott Associates, L.P. and Elliott International, L.P. (as Lenders), and U.S. Bank National Association, as Administrative Agent

thirdliencreditagreement EXECUTION VERSION CREDIT AGREEMENT Dated as of November 5, 2019 among ROADRUNNER TRANSPORTATION SYSTEMS, INC.

November 12, 2019 EX-10.59

Separation Agreement and Release, dated August 30, 2019, between Roadrunner Transportation Systems, Inc. and Terence R. Rogers.

terryrogersseparationagr

November 12, 2019 10-Q

RRTS / Roadrunner Transportation Systems, Inc. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2019 Commission File Number 001-34734 ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 20-2454942 (State or Other Jurisdiction of

November 6, 2019 EX-99.1

Roadrunner Transportation Systems Reports Third Quarter 2019 Operating Results • Revenue and Adjusted EBITDA declined in 2019 third quarter primarily due to continued lower market demand and rates amplified by the strike at the company’s largest cust

rrtsq32019earningsreleas Roadrunner Transportation Systems Reports Third Quarter 2019 Operating Results • Revenue and Adjusted EBITDA declined in 2019 third quarter primarily due to continued lower market demand and rates amplified by the strike at the company’s largest customer, General Motors, which reduced revenue by approximately $17 million in September and an estimated $31 million in October

November 6, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 6, 2019 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation)

November 6, 2019 EX-99.2

ROADRUNNER TRANSPORTATION SYSTEMS Q3 2019 Management Call YOUR GOODS. OUR BEST. YOUR GOODS. OUR BEST.® SAFE HARBOR STATEMENT This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as ame

q32019investorpresentati ROADRUNNER TRANSPORTATION SYSTEMS Q3 2019 Management Call YOUR GOODS.

November 5, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 5, 2019 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation)

November 5, 2019 EX-99.1

Roadrunner Announces Sale of its Intermodal Business to Universal Logistics Holdings, Inc. Downers Grove, IL (BUSINESS WIRE) — November 5, 2019 – Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a leading asset-ri

intermodaldivestiturerel Roadrunner Announces Sale of its Intermodal Business to Universal Logistics Holdings, Inc.

October 30, 2019 EX-3.2

Third Amended and Restated Bylaws of Roadrunner Transportation Systems, Inc.

exhibit32rrtsthirdamende THIRD AMENDED AND RESTATED BYLAWS OF ROADRUNNER TRANSPORTATION SYSTEMS, INC.

October 30, 2019 EX-3.1

Certificate of Amendment of Amended and Restated Certificate of Incorporation (3)

exhibit31roadrunnertrans

October 30, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 25, 2019 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation)

October 25, 2019 EX-10.53

Third Amendment to Credit Agreement, dated as of October 21, 2019, among Roadrunner Transportation Systems, Inc., the Lenders (as defined therein), BMO Harris Bank, N.A., and the other parties thereto

termloanthirdamendmentoc EXECUTION VERSION THIRD AMENDMENT TO CREDIT AGREEMENT THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of October 21, 2019 among ROADRUNNER TRANSPORTATION SYSTEMS, INC.

October 25, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 21, 2019 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation)

October 25, 2019 EX-10.58

Second Amendment to Fee Letter, dated as of October 21, 2019, among Roadrunner Transportation Systems, In., Elliott Associates, L.P., and Elliott International, L.P.

secondamendmenttolcfeele EXECUTION VERSION SECOND AMENDMENT TO FEE LETTER SECOND AMENDMENT TO FEE LETTER (this “Amendment”) dated as of October 21, 2019 among ROADRUNNER TRANSPORTATION SYSTEMS, INC.

October 25, 2019 EX-10.52

Third Amendment to Credit Agreement, dated as of October 21, 2019, among Roadrunner Transportation Systems, Inc., the Lenders (as defined therein), BMO Harris Bank, N.A., and the other parties thereto

ablthirdamendmentoct2019 EXECUTION VERSION THIRD AMENDMENT TO CREDIT AGREEMENT THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of October 21, 2019 among ROADRUNNER TRANSPORTATION SYSTEMS, INC.

September 30, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 September 30, 2019 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporatio

September 30, 2019 EX-99.1

Roadrunner Announces Plans to Downsize its Dry Van Business Downers Grove, IL (BUSINESS WIRE) — September 30, 2019 – Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a leading asset-right transportation and asset-

dryvandownsizingreleasef Roadrunner Announces Plans to Downsize its Dry Van Business Downers Grove, IL (BUSINESS WIRE) — September 30, 2019 – Roadrunner Transportation Systems, Inc.

September 23, 2019 EX-10.57(A)

Multiple Advance Revolving Credit Note, issued by Roadrunner Transportation Systems, Inc. on September 20, 2019 to Elliott International, L.P.

elliottinternationalmult MULTIPLE ADVANCE REVOLVING CREDIT NOTE U.S. $13,800,000.00 September 20, 2019 FOR VALUE RECEIVED, Roadrunner Transportation Systems, Inc. (“Borrower”), hereby promises to pay to the order of Elliott International, L.P. or its registered assigns (“Lender”), at the office of Lender located at 40 West 57th Street, New York, New York 10019, the principal amount of $13,800,000.

September 23, 2019 EX-10.53

Second Amendment to Credit Agreement, effective as of September 13, 2019, among Roadrunner Transportation Systems, Inc., the Lenders (as defined therein), BMO Harris Bank, N.A., and the other parties thereto

termloansecondamendments EXECUTION VERSION SECOND AMENDMENT TO CREDIT AGREEMENT SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of September 13, 2019 among ROADRUNNER TRANSPORTATION SYSTEMS, INC.

September 23, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 September 17, 2019 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporatio

September 23, 2019 EX-10.57(B)

Multiple Advance Revolving Credit Note, issued by Roadrunner Transportation Systems, Inc. on September 20, 2019 to Elliott Associates, L.P.

elliottassociatesmultipl MULTIPLE ADVANCE REVOLVING CREDIT NOTE U.S. $6,200,000.00 September 20, 2019 FOR VALUE RECEIVED, Roadrunner Transportation Systems, Inc. (“Borrower”), hereby promises to pay to the order of Elliott Associates, L.P. or its registered assigns (“Lender”), at the office of Lender located at 40 West 57th Street, New York, New York 10019, the principal amount of $6,200,000.00, o

September 23, 2019 EX-10.52

Second Amendment to Credit Agreement, effective as of September 13, 2019, among Roadrunner Transportation Systems, Inc., the Lenders (as defined therein), BMO Harris Bank, N.A., and the other parties thereto

ablsecondamendmentsept20 EXECUTION VERSION SECOND AMENDMENT TO CREDIT AGREEMENT SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of September 13, 2019 among ROADRUNNER TRANSPORTATION SYSTEMS, INC.

September 9, 2019 EX-99.1

Patrick J. Unzicker Joins Roadrunner as Executive Vice President and Chief Financial Officer Downers Grove, IL (BUSINESS WIRE) — September 9, 2019 – Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a leading asset

punzickercforeleasefinal Patrick J. Unzicker Joins Roadrunner as Executive Vice President and Chief Financial Officer Downers Grove, IL (BUSINESS WIRE) — September 9, 2019 – Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a leading asset-right transportation and asset-light logistics service provider, today announced that Patrick (Pat) J. Unzicker has joined t

September 9, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 September 9, 2019 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation

September 6, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 30, 2019 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation)

August 27, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 23, 2019 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation)

August 27, 2019 EX-99.1

Roadrunner Announces Board Change Downers Grove, IL (BUSINESS WIRE) — August 27, 2019 – Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a leading asset-right transportation and asset-light logistics service provi

boardchangereleaseaugust Roadrunner Announces Board Change Downers Grove, IL (BUSINESS WIRE) — August 27, 2019 – Roadrunner Transportation Systems, Inc.

August 13, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 13, 2019 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation)

August 13, 2019 EX-99.1

(In thousands) Three Months Ended March 31, 2019 Ascent Active On-Demand LTL TL Corporate/ Eliminations Total Revenues $ 131,692 $ 142,771 $ 102,823 $ 137,011 $ (7,149 ) $ 507,148 Operating expenses: Purchased transportation costs 95,485 122,158 71,5

Exhibit 99.1 (In thousands) Three Months Ended March 31, 2019 Ascent Active On-Demand LTL TL Corporate/ Eliminations Total Revenues $ 131,692 $ 142,771 $ 102,823 $ 137,011 $ (7,149 ) $ 507,148 Operating expenses: Purchased transportation costs 95,485 122,158 71,591 60,690 (7,149 ) 342,775 Personnel and related benefits 13,743 9,918 17,556 30,845 7,153 79,215 Other operating expenses 15,410 5,403 1

August 7, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 7, 2019 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation) (

August 7, 2019 EX-99.1

Roadrunner Transportation Systems Reports Second Quarter and First Half 2019 Results • Revenue and Adjusted EBITDA declined in 2019 second quarter primarily due to low market demand in air and ground expedited logistics at the Active On-Demand segmen

rrtsq22019earningsreleas Roadrunner Transportation Systems Reports Second Quarter and First Half 2019 Results • Revenue and Adjusted EBITDA declined in 2019 second quarter primarily due to low market demand in air and ground expedited logistics at the Active On-Demand segment • Ascent Global Logistics (Ascent) segment earned lower revenue and marginally lower Adjusted EBITDA in 2019 second quarter

August 7, 2019 EX-99.2

ROADRUNNER TRANSPORTATION SYSTEMS Q2 2019 Management Call YOUR GOODS. OUR BEST. YOUR GOODS. OUR BEST.® SAFE HARBOR STATEMENT This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as ame

q22019investorpresentati ROADRUNNER TRANSPORTATION SYSTEMS Q2 2019 Management Call YOUR GOODS.

August 6, 2019 EX-10.57

Form of Performance Restricted Stock Unit Agreement

prsuagreementapril82019a ROADRUNNER TRANSPORTATION SYSTEMS, INC. PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT THIS PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made and entered into as of April 8, 2019, between Roadrunner Transportation Systems, Inc., a Delaware corporation (the “Company”), and (the “Recipient”). RECITALS WHEREAS, the Committee has determined that it is in the b

August 6, 2019 EX-10.52(A)

First Amendment to Credit Agreement, entered into as of August 2, 2019, among Roadrunner Transportation Systems, Inc., the Lenders (as defined therein), BMO Harris Bank, N.A., and the other parties thereto

ablfirstamendment EXECUTION VERSION FIRST AMENDMENT TO CREDIT AGREEMENT FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of August 2, 2019 among ROADRUNNER TRANSPORTATION SYSTEMS, INC.

August 6, 2019 EX-10.53(A)

First Amendment to Credit Agreement, entered into as of August 2, 2019, among Roadrunner Transportation Systems, Inc., the Lenders (as defined therein), BMO Harris Bank, N.A., and the other parties thereto

termloanfirstamendment EXECUTION VERSION FIRST AMENDMENT TO CREDIT AGREEMENT FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of August 2, 2019 among ROADRUNNER TRANSPORTATION SYSTEMS, INC.

August 6, 2019 EX-10.58

Fee Letter, entered into as of August 2, 2019, among Roadrunner Transportation Systems, Inc., Elliott Associates, L.P., and Elliott International, L.P.

rrtslcfeeletter Execution Version Elliott Associates, L.P. Elliott International, L.P. 40 West 57th Street New York, New York 10019 CONFIDENTIAL August 2, 2019 Roadrunner Transportation Systems, Inc. 1431 Opus Place, Suite 530 Downers Grove, Illinois 60515 Attention: Terence R. Rogers, Chief Financial Officer Email: [email protected] RRTS - Elliott Letters of Credit Fee Letter Ladies and Gentlemen:

August 6, 2019 10-Q

RRTS / Roadrunner Transportation Systems, Inc. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2019 Commission File Number 001-34734 ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 20-2454942 (State or Other Jurisdiction of Incor

June 27, 2019 EX-99.1

Roadrunner Transportation Systems Announces CFO Transition Downers Grove, IL (BUSINESS WIRE) — June 27, 2019 – Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a leading asset-right transportation and asset-light

releasecfotransitionfina Roadrunner Transportation Systems Announces CFO Transition Downers Grove, IL (BUSINESS WIRE) — June 27, 2019 – Roadrunner Transportation Systems, Inc.

June 27, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 June 24, 2019 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation) (C

June 26, 2019 EX-99.1

UNITED STATES DISTRICT COURT EASTERN DISTRICT OF WISCONSIN MILWAUKEE DIVISION JESSE KENT, Individually and on Behalf of ) Civil No. 2:17-cv-00893-PP All Others Similarly Situated, and Derivatively ) (Consolidated) on Behalf of ROADRUNNER ) DERIVATIVE

EX-99.1 2 exhibit991noticeofpropos.htm EXHIBIT 99.1 UNITED STATES DISTRICT COURT EASTERN DISTRICT OF WISCONSIN MILWAUKEE DIVISION JESSE KENT, Individually and on Behalf of ) Civil No. 2:17-cv-00893-PP All Others Similarly Situated, and Derivatively ) (Consolidated) on Behalf of ROADRUNNER ) DERIVATIVE ACTION TRANSPORTATION SYSTEMS, INC., ) ) Plaintiff, ) ) vs. ) ) CURTIS W. STOELTING, et al., ) )

June 26, 2019 EX-99.2

Stipulation of Settlement, dated March 27, 2019

stipulationofsettlement

June 26, 2019 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 June 26, 2019 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation) (C

May 29, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 22, 2019 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation) (Co

May 23, 2019 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 rrts-20190522x8xkproxyvoti.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 22, 2019 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or

May 7, 2019 EX-99.1

Roadrunner Transportation Systems Reports First Quarter 2019 Results • Revenue decline in first quarter 2019 primarily due to expected market moderation in ground expedite compared to peak demand in first quarter 2018 and lower volumes in Less-Than-T

rrtsq12019earningsreleas Roadrunner Transportation Systems Reports First Quarter 2019 Results • Revenue decline in first quarter 2019 primarily due to expected market moderation in ground expedite compared to peak demand in first quarter 2018 and lower volumes in Less-Than-Truckload (LTL) segment due primarily to planned service area reductions • LTL segment improved Adjusted EBITDA as a result of

May 7, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 7, 2019 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation) (Com

May 7, 2019 EX-99.2

ROADRUNNER TRANSPORTATION SYSTEMS Q1 2019 Management Call YOUR GOODS. OUR BEST. YOUR GOODS. OUR BEST. SAFE HARBOR STATEMENT This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amen

EX-99.2 3 q12019investorpresentati.htm EXHIBIT 99.2 ROADRUNNER TRANSPORTATION SYSTEMS Q1 2019 Management Call YOUR GOODS. OUR BEST. YOUR GOODS. OUR BEST. SAFE HARBOR STATEMENT This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which relate to future ev

May 6, 2019 10-Q

RRTS / Roadrunner Transportation Systems, Inc. 10-Q Quarterly Report 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2019 Commission File Number 001-34734 ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 20-2454942 (State or Other Jurisdiction of Inco

May 6, 2019 EX-10.55

Form of Restricted Stock Unit Agreement

rsuagreement ROADRUNNER TRANSPORTATION SYSTEMS, INC. RESTRICTED STOCK UNIT AGREEMENT 1. Award of Restricted Stock Units. Roadrunner Transportation Systems, Inc., a Delaware corporation (the “Company”), hereby grants, as of , (“Date of Grant”), to (the “Recipient”) Restricted Stock Units (the “RSUs”) corresponding to the same number of shares of the Company’s common stock, $0.01 par value per share

May 6, 2019 EX-10.56

Form of Performance Restricted Stock Unit Agreement

prsuagreement ROADRUNNER TRANSPORTATION SYSTEMS, INC. PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT THIS PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made and entered into as of , , between Roadrunner Transportation Systems, Inc., a Delaware corporation (the “Company”), and (the “Recipient”). RECITALS WHEREAS, the Committee has determined that it is in the best interests of the C

May 6, 2019 EX-10.54

Form of Stock Option Agreement

stockoptionagreement ROADRUNNER TRANSPORTATION SYSTEMS, INC. STOCK OPTION AGREEMENT 1. Grant of Option. Roadrunner Transportation Systems, Inc., a Delaware corporation (the “Company”), hereby grants, as of , (“Date of Grant”), to (the “Optionee”) an option (the “Option”) to purchase up to shares of the Company’s common stock, $0.01 par value per share (the “Shares”), at an exercise price per share

April 25, 2019 DEF 14A

RRTS / Roadrunner Transportation Systems, Inc. DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

April 24, 2019 EX-99.1

Press Release dated April 16, 2019

a2019annualmeetingreleas Roadrunner Nominates Two New Directors for Election at the Company’s Upcoming Annual Meeting Downers Grove, IL (BUSINESS WIRE) — April 16, 2019 – Roadrunner Transportation Systems, Inc.

April 24, 2019 DEFA14A

RRTS / Roadrunner Transportation Systems, Inc. DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 April 16, 2019 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation) (

April 16, 2019 EX-99.1

Roadrunner Nominates Two New Directors for Election at the Company’s Upcoming Annual Meeting Downers Grove, IL (BUSINESS WIRE) — April 16, 2019 – Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a leading asset-ri

EX-99.1 2 a2019annualmeetingreleas.htm EXHIBIT 99.1 Roadrunner Nominates Two New Directors for Election at the Company’s Upcoming Annual Meeting Downers Grove, IL (BUSINESS WIRE) — April 16, 2019 – Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a leading asset-right transportation and asset-light logistics service provider, today announced that its Board of D

April 16, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 April 16, 2019 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation) (

April 15, 2019 PRE 14A

RRTS / Roadrunner Transportation Systems, Inc. PRE 14A

PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

April 12, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 April 8, 2019 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation) (C

April 5, 2019 EX-3.1

Certificate of Amendment of Amended and Restated Certificate of Incorporation of Roadrunner Transportation Systems, Inc., filed with the Secretary of State of the State of Delaware on April 4, 2019

roadrunnertransportation Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “ROADRUNNER TRANSPORTATION SYSTEMS, INC.”, FILED IN THIS OFFICE ON THE FOURTH DAY OF APRIL, A.D. 2019, AT 11 O`CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF T

April 5, 2019 EX-99.1

Roadrunner Announces Completion of 1-for-25 Reverse Stock Split Downers Grove, IL (BUSINESS WIRE) — April 5, 2019 – Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a leading asset-right transportation and asset-l

rrtscompletionofreverses Roadrunner Announces Completion of 1-for-25 Reverse Stock Split Downers Grove, IL (BUSINESS WIRE) — April 5, 2019 – Roadrunner Transportation Systems, Inc.

April 5, 2019 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 April 4, 2019 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation) (C

March 27, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) March 21, 2019 ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorpo

March 15, 2019 DEF 14C

RRTS / Roadrunner Transportation Systems, Inc. DEF 14C

DEF 14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

March 13, 2019 S-8

Form S-8

S-8 As filed with the Securities and Exchange Commission on March 13, 2019 Registration No.

March 13, 2019 EX-99.1

Roadrunner Announces Approval of 1-for-25 Reverse Stock Split Downers Grove, IL (BUSINESS WIRE) — March 13, 2019 – Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a leading asset-right transportation and asset-li

rrtsreversestocksplitrel Roadrunner Announces Approval of 1-for-25 Reverse Stock Split Downers Grove, IL (BUSINESS WIRE) — March 13, 2019 – Roadrunner Transportation Systems, Inc.

March 13, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 March 13, 2019 (March 7, 2019) Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of

March 12, 2019 EX-99.1

Roadrunner Transportation Systems Reports Fourth Quarter and Full Year 2018 Operating Results • Revenue growth in full year 2018 • Adjusted EBITDA improvement in Q4 and full year 2018 • Continued progress on both operational and capital structure imp

rrtsq4andfullyear2018ear Roadrunner Transportation Systems Reports Fourth Quarter and Full Year 2018 Operating Results • Revenue growth in full year 2018 • Adjusted EBITDA improvement in Q4 and full year 2018 • Continued progress on both operational and capital structure improvements • Positive financial outlook for 2019 and beyond Downers Grove, IL (BUSINESS WIRE) - March 12, 2019 - Roadrunner Transportation Systems, Inc.

March 12, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 March 12, 2019 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation) (

March 12, 2019 EX-99.2

ROADRUNNER TRANSPORTATION SYSTEMS Q4 and Full Year 2018 Management Call YOUR GOODS. OUR BEST. YOUR GOODS. OUR BEST. SAFE HARBOR STATEMENT This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of

EX-99.2 3 rrtspptfinal.htm EXHIBIT 99.2 ROADRUNNER TRANSPORTATION SYSTEMS Q4 and Full Year 2018 Management Call YOUR GOODS. OUR BEST. YOUR GOODS. OUR BEST. SAFE HARBOR STATEMENT This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which relate to future

March 11, 2019 EX-21.1

List of Subsidiaries

Exhibit 21.1 LIST OF SUBSIDIARIES ROADRUNNER TRANSPORTATION SYSTEMS, INC. Name of Subsidiary State/County of Incorporation/Organization Parent A&A Express, LLC Delaware RRTC Holdings, Inc. A&A Logistics, LLC Delaware RRTC Holdings, Inc. Active Aero Charter, LLC Michigan Active Aero Group, Inc. Active Aero Group, Inc. Delaware Roadrunner Transportation Systems, Inc. Active Aero Motor Carrier, LLC (

March 11, 2019 10-K

RRTS / Roadrunner Transportation Systems, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2018 Commission File Number 001-34734 ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 20-2454942 (State or Other Jurisdiction of Incorpora

March 11, 2019 EX-10.50

2018 Incentive Compensation Plan

a2018incentivecompensati ROADRUNNER TRANSPORTATION SYSTEMS, INC. 2018 INCENTIVE COMPENSATION PLAN PHX 332736409v4 ROADRUNNER TRANSPORTATION SYSTEMS, INC. 2018 INCENTIVE COMPENSATION PLAN 1. Purpose ................................................................................................................................................... 1 2. Definitions .....................................

March 5, 2019 PRE 14C

RRTS / Roadrunner Transportation Systems, Inc. PRE 14C

PRE 14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

March 4, 2019 8-K

Regulation FD Disclosure, Changes in Control of Registrant, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 March 4, 2019 (February 26, 2019) Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other (Commissi

March 4, 2019 EX-4.4

Amended and Restated Registration Rights Agreement, dated as of February 26, 2019, by and among Roadrunner Transportation Systems, Inc., Elliott Associates, L.P., Elliott International, L.P., Brockdale Investments LP, Thayer Equity Investors V, L.P., TC Roadrunner-Dawes Holdings, L.L.C., TC Sargent Holdings, L.L.C., HCI Equity Partners III, L.P., and HCI Co-Investors III, L.P.

EX-4.4 Exhibit 4.4 EXECUTION VERSION AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT dated as of February 26, 2019 by and among Roadrunner Transportation Systems, Inc., Elliott Associates, L.P., Elliott International, L.P., Brockdale Investments LP, Thayer Equity Investors V, L.P., TC Roadrunner-Dawes Holdings, L.L.C., TC Sargent Holdings, L.L.C., HCI Equity Partners III, L.P., and HCI Co-Inves

March 4, 2019 EX-10.53

Credit Agreement, entered into as of February 28, 2019, among Roadrunner Transportation Systems, Inc., the Lenders (as defined therein), BMO Harris Bank N.A., and the other parties thereto.

EX-10.53 Exhibit 10.53 EXECUTION VERSION CREDIT AGREEMENT Dated as of February 28, 2019 among ROADRUNNER TRANSPORTATION SYSTEMS, INC., as a Borrower and THE SUBSIDIARIES OF ROADRUNNER TRANSPORTATION SYSTEMS, INC. SIGNATORY HERETO AS SUBSIDIARY GUARANTORS, each as a Guarantor, and CERTAIN FINANCIAL INSTITUTIONS, as Lenders, and BMO HARRIS BANK N.A., as Administrative Agent, and BMO CAPITAL MARKETS

March 4, 2019 EX-10.52

Credit Agreement, entered into as of February 28, 2019, among Roadrunner Transportation Systems, Inc., the Lenders (as defined therein), BMO Harris Bank N.A., and the other parties thereto.

EX-10.52 Exhibit 10.52 EXECUTION VERSION CREDIT AGREEMENT Dated as of February 28, 2019 among ROADRUNNER TRANSPORTATION SYSTEMS, INC., as a Borrower and THE SUBSIDIARIES OF ROADRUNNER TRANSPORTATION SYSTEMS, INC. SIGNATORY HERETO AS SUBSIDIARY GUARANTORS, each as a Guarantor, and CERTAIN FINANCIAL INSTITUTIONS, as Lenders, and BMO HARRIS BANK N.A., as Administrative Agent and Swing Line Lender, an

March 4, 2019 EX-99.1

Roadrunner Announces Closing of $450 Million Rights Offering

EX-99.1 Exhibit 99.1 Roadrunner Announces Closing of $450 Million Rights Offering Downers Grove, IL (BUSINESS WIRE) — February 27, 2019 – Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a leading asset-right transportation and asset-light logistics service provider, today announced the closing of its fully backstopped $450 million rights offering. At the closi

March 4, 2019 EX-10.51

Seventh Amendment to Credit Agreement, dated January 9, 2019, among the Registrant, BMO Harris Bank N.A., the Lenders (as defined therein) and the other parties thereto (21)

EX-10.51 Exhibit 10.51 EXECUTION VERSION STOCKHOLDERS’ AGREEMENT dated as of February 26, 2019 by and among Roadrunner Transportation Systems, Inc., Elliott Associates, L.P., and Elliott International, L.P., TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 Certain Defined Terms 1 1.2 Other Definitional Provisions 4 ARTICLE II CORPORATE GOVERNANCE 4 2.1 Board Representation 4 2.2 Available Financ

March 4, 2019 SC 13D/A

RRTS / Roadrunner Transportation Systems, Inc. / THAYER EQUITY INVESTORS V LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Roadrunner Transportation Systems, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 76973Q105 (CUSIP Number) Daniel M. Dickinson Lisa M. Costello HCI Equity Partners, L.L.C. 1730 Pennsylvania Avenue, NW, Suite 525 Washin

February 28, 2019 SC 13D/A

RRTS / Roadrunner Transportation Systems, Inc. / Elliott Associates, L.P. - ROADRUNNER TRANSPORTATION SYSTEMS, INC. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5) 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:

February 15, 2019 SC 13D/A

RRTS / Roadrunner Transportation Systems, Inc. / THAYER EQUITY INVESTORS V LP - SC 13D/A Activist Investment

SC 13D/A 1 a19-11421sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Roadrunner Transportation Systems, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 76973Q105 (CUSIP Number) Daniel M. Dickinson Lisa M. Costello HCI Equity Partners, L.L.C. 1730 P

February 8, 2019 SC 13G/A

RRTS / Roadrunner Transportation Systems, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 dfs118.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* ROADRUNNER TRANSPORTATION SY (Name of Issuer) Common Stock (Title of Class of Securities) 76973Q105 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

February 7, 2019 FWP

Roadrunner Rights Offering FAQ

FWP Issuer Free Writing Prospectus Dated February 7, 2019 Filed Pursuant to Rule 433 Registration No.

February 1, 2019 FWP

Roadrunner Transportation Systems Investor Presentation February 1, 2019 Client Logo Here

FWP Roadrunner Transportation Systems Investor Presentation February 1, 2019 Client Logo Here Disclaimer This free writing prospectus relates to the proposed offering of subscription rights to purchase shares of common stock (the “rights offering”) of Roadrunner Transportation Systems, Inc.

February 1, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 1, 2019 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporat

February 1, 2019 EX-99.1

Roadrunner to Commence Fully Backstopped $450 Million Rights Offering Announces Rights Offering Investor Call Tuesday, February 5 at 9:30 AM ET; Updates Adjusted EBITDA Estimate for 2018

EX-99.1 Exhibit 99.1 Roadrunner to Commence Fully Backstopped $450 Million Rights Offering Announces Rights Offering Investor Call Tuesday, February 5 at 9:30 AM ET; Updates Adjusted EBITDA Estimate for 2018 Downers Grove, IL (BUSINESS WIRE) — February 1, 2019 – Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a leading asset-right transportation and asset-ligh

January 16, 2019 FWP

Roadrunner Transportation Systems Investor Presentation January 16, 2019 Client Logo Here

FWP Roadrunner Transportation Systems Investor Presentation January 16, 2019 Client Logo Here Disclaimer This free writing prospectus relates to the proposed offering of subscription rights to purchase shares of common stock (the “rights offering”) of Roadrunner Transportation Systems, Inc.

January 15, 2019 S-1/A

RRTS / Roadrunner Transportation Systems, Inc. S-1/A

S-1/A Table of Contents As filed with the Securities and Exchange Commission on January 15, 2019 Registration No.

January 11, 2019 EX-99.3

Form of Letter to Brokers, Dealers, Banks, and Other Nominee Holders

EX-99.3 Exhibit 99.3 FORM OF LETTER TO BROKERS, DEALERS, BANKS AND OTHER NOMINEE HOLDERS ROADRUNNER TRANSPORTATION SYSTEMS, INC. Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Roadrunner Transportation Systems, Inc. , 2019 To Brokers, Dealers, Banks, and Other Nominees: This letter is being distributed to brokers, deale

January 11, 2019 S-1/A

RRTS / Roadrunner Transportation Systems, Inc. S-1/A

S-1/A Table of Contents As filed with the Securities and Exchange Commission on January 11, 2019 Registration No.

January 11, 2019 EX-99.4

Form of Beneficial Holder Election Form

EX-99.4 Exhibit 99.4 ROADRUNNER TRANSPORTATION SYSTEMS, INC. FORM OF BENEFICIAL HOLDER ELECTION FORM

January 11, 2019 EX-99.1

Form of Instructions for Use of Roadrunner Transportation Systems, Inc. Rights Certificate

EX-99.1 6 d571711dex991.htm EX-99.1 Exhibit 99.1 FORM OF INSTRUCTIONS FOR USE OF ROADRUNNER TRANSPORTATION SYSTEMS, INC. SUBSCRIPTION RIGHTS CERTIFICATES CONSULT THE INFORMATION AGENT, YOUR BANK OR BROKER AS TO ANY QUESTIONS The following instructions relate to a rights offering (the “Rights Offering”) by Roadrunner Transportation Systems, Inc., a Delaware corporation (the “Company”), to the holde

January 11, 2019 EX-4.5

Form of Rights Certificate

EX-4.5 Exhibit 4.5 RIGHTS CERTIFICATE #: NUMBER OF RIGHTS THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED , 2019 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM INNISFREE M&A INCORPORATED, THE INFORMATION AGENT. ROADRUNNER TRANSPORTATION SYSTEMS, INC. Incorporated under the laws of

January 11, 2019 EX-99.5

Form of Nominee Holder Certification

EX-99.5 Exhibit 99.5 ROADRUNNER TRANSPORTATION SYSTEMS, INC. FORM OF NOMINEE HOLDER CERTIFICATION The undersigned, a broker, dealer, bank, or other nominee holder of rights (the “Subscription Rights”) to purchase shares of common stock, par value $0.01 per share (“Common Stock”), of Roadrunner Transportation Systems, Inc. (the “Company”), pursuant to the Rights Offering described and provided for

January 11, 2019 EX-99.6

Form of Notice of Guaranteed Delivery

EX-99.6 Exhibit 99.6 FORM OF NOTICE OF GUARANTEED DELIVERY FOR SUBSCRIPTION RIGHTS CERTIFICATES ISSUED BY ROADRUNNER TRANSPORTATION SYSTEMS, INC. This form, or one substantially equivalent hereto, must be used to exercise the transferrable subscription rights (the “Subscription Rights”) pursuant to the rights offering (the “Rights Offering”) as described in the prospectus dated , 2019 (the “Prospe

January 11, 2019 EX-99.2

Form of Letter to Stockholders Who Are Record Holders

EX-99.2 Exhibit 99.2 FORM OF LETTER TO STOCKHOLDERS WHO ARE RECORDHOLDERS ROADRUNNER TRANSPORTATION SYSTEMS, INC. Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Roadrunner Transportation Systems, Inc. , 2019 Dear Stockholder: This notice is being distributed by Roadrunner Transportation Systems, Inc. (the “Company”) to

January 11, 2019 EX-4.6

Form of Subscription Agent Agreement between Roadrunner Transportation Systems, Inc. and American Stock Transfer & Trust Company, LLC

EX-4.6 Exhibit 4.6 FORM SUBSCRIPTION AGENT AGREEMENT This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”) is entered into as of January , 2019, by and between American Stock Transfer & Trust Company, LLC (the “Subscription Agent”) and Roadrunner Transportation Systems, Inc. (the “Company”). 1. The Company is distributing to the holders of shares of its common stock, par value $0.01 per share (“Com

January 11, 2019 EX-10.33(G)

Seventh Amendment to Credit Agreement, dated January 9, 2019, among Roadrunner Transportation Systems, Inc., BMO Harris Bank N.A., the Lenders (as defined therein) and the other parties thereto(24)

roadrunnerseventhamendme EXECUTION VERSION SEVENTH AMENDMENT TO CREDIT AGREEMENT SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Seventh Amendment”) dated as of January 9, 2019 among ROADRUNNER TRANSPORTATION SYSTEMS, INC.

January 11, 2019 EX-10.48(A)

Standby Purchase Agreement Amendment, dated as of January 10, 2019, by and among Roadrunner Transportation Systems, Inc., Elliott Associates, L.P., and Elliott International, L.P.

standbypurchaseagreement STANDBY PURCHASE AGREEMENT AMENDMENT This STANDBY PURCHASE AGREEMENT AMENDMENT (this “Agreement”), dated as of January 10, 2019, is made by and among Roadrunner Transportation Systems, Inc.

January 11, 2019 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 11, 2019 (January 9, 2019) Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction

January 11, 2019 EX-10.33(H)

Eighth Amendment to Credit Agreement, dated January 11, 2019, among Roadrunner Transportation Systems, Inc., BMO Harris Bank N.A., the Lenders (as defined therein) and the other parties thereto.

roadrunnereighthamendmen EXECUTION VERSION EIGHTH AMENDMENT TO CREDIT AGREEMENT EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Eighth Amendment”) dated as of January 11, 2019 among ROADRUNNER TRANSPORTATION SYSTEMS, INC.

January 11, 2019 EX-10.35(D)

Amendment No. 4 to Investment Agreement, dated as of January 9, 2019, by and among Roadrunner Transportation Systems, Inc., Elliott Associates, L.P., and Brockdale Investments LP

amendno4investmentagreem

January 9, 2019 8-K

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 8, 2019 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation)

January 9, 2019 EX-3.1

Amended and Restated Certificate of Incorporation, as amended

amendedandrestatedcertif CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ROADRUNNER TRANSPORTATION SYSTEMS, INC.

January 9, 2019 EX-99.1

Roadrunner Revises Timing of Rights Offering; Change in Timing Due Entirely to Partial Government Shutdown Downers Grove, IL (BUSINESS WIRE) — January 9, 2019 – Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a l

rightsofferingrevisedtim Roadrunner Revises Timing of Rights Offering; Change in Timing Due Entirely to Partial Government Shutdown Downers Grove, IL (BUSINESS WIRE) — January 9, 2019 – Roadrunner Transportation Systems, Inc.

January 3, 2019 FWP

Roadrunner Transportation Systems Investor Presentation January 3, 2019 Client Logo Here Issuer Free Writing Prospectus Dated January 3, 2019 Filed Pursuant to Rule 433 Registration No. 333-227428

FWP Roadrunner Transportation Systems Investor Presentation January 3, 2019 Client Logo Here Issuer Free Writing Prospectus Dated January 3, 2019 Filed Pursuant to Rule 433 Registration No.

December 27, 2018 S-1

Power of Attorney (included on the signature page of this registration statement)

S-1 Table of Contents As filed with the Securities and Exchange Commission on December 27, 2018 Registration No.

December 27, 2018 EX-99.1

ROADRUNNER TRANSPORTATION SYSTEMS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except par value) September 30, 2018 December 31, 2017 ASSETS Current assets: Cash and cash equivalents $ 10,019 $ 25,702 Accounts receivable, net of allowan

EX-99.1 Exhibit 99.1 The revised unaudited condensed consolidated financial statements and accompanying notes and revised MD&A section contained in this Exhibit 99.1 supersede the corresponding sections of Roadrunner Transportation Systems, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018. ITEM 1. REVISED FINANCIAL STATEMENTS. ROADRUNNER TRANSPORTATION SYSTEMS

December 27, 2018 8-K

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 27, 2018 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorpora

December 20, 2018 EX-99.1

Roadrunner Stockholders Approve Rights Offering; Preliminary 2018 Annual Meeting Results Announced Downers Grove, IL (BUSINESS WIRE) — December 19, 2018 – Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a leading

EX-99.1 2 annualmeetingreleasefina.htm EXHIBIT 99.1 Roadrunner Stockholders Approve Rights Offering; Preliminary 2018 Annual Meeting Results Announced Downers Grove, IL (BUSINESS WIRE) — December 19, 2018 – Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a leading asset-right transportation and asset-light logistics service provider, today announced that the c

December 20, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 19, 2018 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation

December 11, 2018 DEFA14A

RRTS / Roadrunner Transportation Systems, Inc. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

December 10, 2018 S-1/A

RRTS / Roadrunner Transportation Systems, Inc. S-1/A

S-1/A Table of Contents As filed with the Securities and Exchange Commission on December 10, 2018 Registration No.

December 7, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 7, 2018 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation)

December 7, 2018 EX-99.1

ISS RECOMMENDS IN FAVOR OF ROADRUNNER’S RIGHTS OFFERING AND RELATED PROPOSALS DOWNERS GROVE, Ill., Dec. 7, 2018 – Roadrunner Transportation Systems, Inc. ("Roadrunner" or the "company") (NYSE: RRTS) today announced that Institutional Shareholder Serv

rrtsisspressrelease12718 ISS RECOMMENDS IN FAVOR OF ROADRUNNER’S RIGHTS OFFERING AND RELATED PROPOSALS DOWNERS GROVE, Ill.

December 6, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 3, 2018 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation)

December 6, 2018 EX-10.49

Employment Agreement, dated as of December 3, 2018, by and between Roadrunner Transportation Systems, Inc. and Michael Rapken

michaelrapkenemploymenta

December 6, 2018 EX-99.1

MEDIA CONTACT: Scott Goldberg [email protected] (847) 347.3333 COMPANY CONTACT: Chelsea Mitchell [email protected] (816) 341.2356 FOR IMMEDIATE RELEASE Roadrunner Transportation Systems Announces Michael Rapken as Chief Information Officer DOWNE

roadrunnertransportation MEDIA CONTACT: Scott Goldberg [email protected] (847) 347.3333 COMPANY CONTACT: Chelsea Mitchell [email protected] (816) 341.2356 FOR IMMEDIATE RELEASE Roadrunner Transportation Systems Announces Michael Rapken as Chief Information Officer DOWNERS GROVE, IL—December 6, 2018—Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS) has announ

November 16, 2018 SC 13D/A

RRTS / Roadrunner Transportation Systems, Inc. / Elliott Associates, L.P. - ROADRUNNER TRANSPORTATION SYSTEMS, INC. Activist Investment

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:

November 13, 2018 DEF 14A

RRTS / Roadrunner Transportation Systems, Inc. DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

November 13, 2018 SC 13D/A

RRTS / Roadrunner Transportation Systems, Inc. / Elliott Associates, L.P. - ROADRUNNER TRANSPORTATION SYSTEMS, INC. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5) 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:

November 9, 2018 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 8, 2018 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporat

November 9, 2018 EX-10.33(F)

Sixth Amendment and Waiver to Credit Agreement, dated November 8, 2018, among Roadrunner Transportation Systems, Inc., BMO Harris Bank N.A., the Lenders (as defined therein) and the other parties thereto

EX-10.33(F) Exhibit 10.33(F) EXECUTION VERSION SIXTH AMENDMENT TO CREDIT AGREEMENT SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Sixth Amendment”) dated as of November 8, 2018 among ROADRUNNER TRANSPORTATION SYSTEMS, INC., a Delaware corporation (the “Company”), each of the Subsidiaries of the Company identified as “Subsidiary Guarantors” on the signature pages to the Credit Agreement (the “Subsidiar

November 9, 2018 EX-10.48

Standby Purchase Agreement, dated as of November 8, 2018, by and among Roadrunner Transportation Systems, Inc., Elliott Associates, L.P., and Elliott International, L.P.

EX-10.48 Execution Version Exhibit 10.48 STANDBY PURCHASE AGREEMENT This STANDBY PURCHASE AGREEMENT (this “Agreement”), dated as of November 8, 2018, is made by and among Roadrunner Transportation Systems, Inc., a Delaware corporation (the “Company”), Elliott Associates, L.P., a Delaware limited partnership (“Elliott Associates”), and Elliott International, L.P., a Cayman Islands, British West Ind

November 9, 2018 EX-10.35(C)

Amendment No. 3 to Investment Agreement, dated as of November 8, 2018, by and among Roadrunner Transportation Systems, Inc., Elliott Associates, L.P., and Brockdale Investments LP

EX-10.35(C) Exhibit 10.35(C) AMENDMENT NO. 3 TO INVESTMENT AGREEMENT THIS AMENDMENT NO. 3 TO INVESTMENT AGREEMENT (this “Amendment”) is entered into as of November 8, 2018, by and among Roadrunner Transportation Systems, Inc., a Delaware corporation (the “Company”), Elliott Associates, L.P., a Delaware limited partnership, and Brockdale Investments LP, a Delaware limited partnership (collectively,

November 7, 2018 EX-99.1

Roadrunner Transportation Systems Reports Third Quarter Operating Results • Revenue growth in both the third quarter and the first nine months of 2018 • Positive third quarter operating trends in all segments vs. prior year quarter • Truckload & Expr

EX-99.1 2 rrtsq32018releasefinal2.htm EXHIBIT 99.1 Roadrunner Transportation Systems Reports Third Quarter Operating Results • Revenue growth in both the third quarter and the first nine months of 2018 • Positive third quarter operating trends in all segments vs. prior year quarter • Truckload & Express Services segment achieved revenue growth and Adjusted EBITDA improvement due to continued stron

November 7, 2018 EX-99.2

ROADRUNNER TRANSPORTATION SYSTEMS Third Quarter 2018 Management Call YOUR GOODS. OUR BEST. YOUR GOODS. OUR BEST. SAFE HARBOR STATEMENT This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1

rrtsq32018pptfinal ROADRUNNER TRANSPORTATION SYSTEMS Third Quarter 2018 Management Call YOUR GOODS.

November 7, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 7, 2018 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation)

November 7, 2018 10-Q

RRTS / Roadrunner Transportation Systems, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2018 Commission File Number 001-34734 ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 20-2454942 (State or Other Jurisdiction of

October 23, 2018 DEFA14A

RRTS / Roadrunner Transportation Systems, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

October 23, 2018 PRE 14A

RRTS / Roadrunner Transportation Systems, Inc. PRE 14A

PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

October 18, 2018 EX-99.1

Roadrunner Transportation Systems Receives Notice from NYSE Regarding Share Price Continued Listing Standard Downers Grove, IL (BUSINESS WIRE)—October 18, 2018 – Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a

rrtsnysesharepricelistin Roadrunner Transportation Systems Receives Notice from NYSE Regarding Share Price Continued Listing Standard Downers Grove, IL (BUSINESS WIRE)—October 18, 2018 – Roadrunner Transportation Systems, Inc.

October 18, 2018 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 12, 2018 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation)

October 9, 2018 EX-99.1

Roadrunner Transportation Systems Receives Notice Regarding Continued Listing Standard from NYSE Downers Grove, IL (BUSINESS WIRE)—October 8, 2018 -- Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a leading asse

EX-99.1 2 rrtsnysemarketcappressre.htm EXHIBIT 99.1 Roadrunner Transportation Systems Receives Notice Regarding Continued Listing Standard from NYSE Downers Grove, IL (BUSINESS WIRE)—October 8, 2018 - Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a leading asset-right transportation and asset-light logistics service provider, announced today that it received

October 9, 2018 8-K

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 4, 2018 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation)

September 20, 2018 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 September 19, 2018 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporatio

September 20, 2018 EX-10.35(B)

Amendment No. 2 to Investment Agreement dated as of September 19, 2018, by and among Roadrunner Transportation Systems, Inc., Elliott Associates, L.P., and Brockdale Investments LP

amendmentno2executed

September 20, 2018 EX-10.33(E)

Fifth Amendment and Waiver to Credit Agreement, dated September 19, 2018, among Roadrunner Transportation Systems, Inc., BMO Harris Bank N.A., the Lenders (as defined therein) and the other parties thereto

roadrunnerexecutedfiftha EXECUTION VERSION FIFTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT FIFTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this “Fifth Amendment”) dated as of September 19, 2018 among ROADRUNNER TRANSPORTATION SYSTEMS, INC.

September 20, 2018 EX-99.1

Roadrunner Transportation Systems Announces Plans for Rights Offering to Stockholders Downers Grove, IL (BUSINESS WIRE)—September 19, 2018 -- Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a leading asset-right

rrtspressreleaseannounce Roadrunner Transportation Systems Announces Plans for Rights Offering to Stockholders Downers Grove, IL (BUSINESS WIRE)—September 19, 2018 - Roadrunner Transportation Systems, Inc.

September 19, 2018 S-1

Power of Attorney

S-1 Table of Contents As filed with the Securities and Exchange Commission on September 19, 2018 Registration No.

September 17, 2018 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 September 17, 2018 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporatio

August 29, 2018 CORRESP

RRTS / Roadrunner Transportation Systems, Inc. CORRESP

rrts20180810seccommentle

August 23, 2018 CORRESP

RRTS / Roadrunner Transportation Systems, Inc. CORRESP

seccommentletterextensio

August 22, 2018 SC 13D/A

RRTS / Roadrunner Transportation Systems, Inc. / THAYER EQUITY INVESTORS V LP - SC 13D/A Activist Investment

SC 13D/A 1 a18-210131sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Roadrunner Transportation Systems, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 76973Q105 (CUSIP Number) Scott D. Rued Lisa M. Costello with a copy to: HCI Equity Partners, L.

August 8, 2018 EX-99.2

ROADRUNNER TRANSPORTATION SYSTEMS Second Quarter 2018 Management Call YOUR GOODS. OUR BEST. YOUR GOODS. OUR BEST. SAFE HARBOR STATEMENT This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1

rrtsq22018pptfinal2 ROADRUNNER TRANSPORTATION SYSTEMS Second Quarter 2018 Management Call YOUR GOODS.

August 8, 2018 EX-99.1

Roadrunner Transportation Systems Reports Operating Results for Second Quarter and First Half of 2018 • Comparable revenue growth for the second quarter and the first half of 2018 • Positive business trends in all segments, including sequential quart

EX-99.1 2 rrtsq22018releasefinal2.htm EXHIBIT 99.1 Roadrunner Transportation Systems Reports Operating Results for Second Quarter and First Half of 2018 • Comparable revenue growth for the second quarter and the first half of 2018 • Positive business trends in all segments, including sequential quarterly improvements in the Less-than-Truckload segment as turnaround investments continue • Strong to

August 8, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 8, 2018 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation) (

August 7, 2018 SC 13D/A

RRTS / Roadrunner Transportation Systems, Inc. / Elliott Associates, L.P. - AUGUST 7, 2018 Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D - 101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 2)* Roadrunner Transportation Systems, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 76973Q105 (CUSIP Number) Christopher P. Davis, Esq. Klein

August 7, 2018 10-Q

RRTS / Roadrunner Transportation Systems, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2018 Commission File Number 001-34734 ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 20-2454942 (State or Other Jurisdiction of Incor

August 6, 2018 EX-10.35(A)

Amendment No. 1 to Investment Agreement and Termination of Equity Commitment Letter, dated August 3, 2018, by and among the Registrant, Elliott Associates, L.P., and Brockdale Investments LP(20)

EX-10.35(A) 3 exhibit1035a.htm EXHIBIT 10.35(A)

August 6, 2018 EX-10.33(D)

Fourth Amendment to Credit Agreement, dated August 3, 2018, among Roadrunner Transportation Systems, Inc., BMO Harris Bank N.A., the Lenders (as defined therein) and the other parties thereto

exhibit1033d

August 6, 2018 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 3, 2018 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation) (

August 3, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 3, 2018 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation) (

August 3, 2018 EX-99.1

(In thousands, except for %'s) Three Months Ended June 30, 2017 TES % LTL % Ascent % Corporate/ Eliminations Total Revenues $ 262,797 49.5 % $ 121,968 23.0 % $ 148,088 27.9 % $ (2,274 ) $ 530,579 Operating expenses: Purchased transportation costs 165

EX-99.1 2 rrts-20180710xex991xnewope.htm EXHIBIT 99.1 Exhibit 99.1 (In thousands, except for %'s) Three Months Ended June 30, 2017 TES % LTL % Ascent % Corporate/ Eliminations Total Revenues $ 262,797 49.5 % $ 121,968 23.0 % $ 148,088 27.9 % $ (2,274 ) $ 530,579 Operating expenses: Purchased transportation costs 165,544 63.0 % 86,792 71.2 % 108,370 73.2 % (2,274 ) 358,432 Personnel and related ben

July 19, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 July 18, 2018 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation) (C

July 19, 2018 EX-10.47

Supplemental Pay Agreement, dated July 18, 2018, between the Registrant and Terence R. Rogers

supplementalpayagreement

July 11, 2018 EX-10.44

Management Retention Agreement, dated July 9, 2018, between the Registrant and Michael L. Gettle

exhibit1044managementret

July 11, 2018 EX-99.1

Roadrunner Transportation Systems to Evaluate Financing Alternatives Downers Grove, IL – July 11, 2018 – Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a leading asset-right transportation and asset-light logist

releasefinal701118 Roadrunner Transportation Systems to Evaluate Financing Alternatives Downers Grove, IL – July 11, 2018 – Roadrunner Transportation Systems, Inc.

July 11, 2018 EX-10.43

Management Retention Agreement, dated July 9, 2018, between the Registrant and Curtis W. Stoelting

exhibit1043managementret

July 11, 2018 EX-10.46

Management Retention Agreement, dated July 9, 2018, between the Registrant and Scott B. Cousins

exhibit1046managementret

July 11, 2018 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 July 9, 2018 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation) (Co

July 11, 2018 EX-10.45

Management Retention Agreement, dated July 9, 2018, between the Registrant and Terence R. Rogers

exhibit1045managementret

July 2, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 July 2, 2018 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation) (Co

July 2, 2018 EX-99.2

ROADRUNNER TRANSPORTATION SYSTEMS Full Year 2017 & First Quarter 2018 Management Call YOUR GOODS. OUR BEST. YOUR GOODS. OUR BEST. SAFE HARBOR STATEMENT This presentation contains forward-looking statements within the meaning of Section 27A of the Sec

rrtsq12018ppt ROADRUNNER TRANSPORTATION SYSTEMS Full Year 2017 & First Quarter 2018 Management Call YOUR GOODS.

July 2, 2018 EX-99.1

Roadrunner Transportation Systems Reports Improved Operating Results for First Quarter 2018

EX-99.1 2 rrts-20180702xex991xpressr.htm EXHIBIT 99.1 Roadrunner Transportation Systems Reports Improved Operating Results for First Quarter 2018 • Improved business trends in Truckload & Express Services and Ascent Global Logistics segments • Investment in Less-than-Truckload segment turnaround continues with positive operating trends emerging in the second quarter • Positive outlook for remainde

June 28, 2018 10-Q

RRTS / Roadrunner Transportation Systems, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2018 Commission File Number 001-34734 ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 20-2454942 (State or Other Jurisdiction of Inco

June 20, 2018 EX-99.1

Roadrunner Transportation Systems Files 2017 Annual Report on Form 10-K

Roadrunner Transportation Systems Files 2017 Annual Report on Form 10-K Downers Grove, IL (BUSINESS WIRE)-June 20, 2018 - Roadrunner Transportation Systems, Inc.

June 20, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 June 20, 2018 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation) (C

June 20, 2018 EX-10.40

Employment Letter, dated December 21, 2016, between the Registrant and Scott Cousins

exhibit1040employmentlet

June 20, 2018 10-K

RRTS / Roadrunner Transportation Systems, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2017 Commission File Number 001-34734 ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 20-2454942 (State or Other Jurisdiction of Incorpora

June 20, 2018 EX-10.41

Employment Agreement, dated as of July 31, 2017, between the Registrant and Frank L. Hurst

exhibit1041employmentagr

June 20, 2018 EX-21.1

List of Subsidiaries

EX-21.1 5 rrts-20171231xex211.htm EXHIBIT 21.1 Exhibit 21.1 LIST OF SUBSIDIARIES ROADRUNNER TRANSPORTATION SYSTEMS, INC. Name of Subsidiary State/County of Incorporation/Organization Parent Roadrunner Equipment Leasing, LLC Delaware Roadrunner Transportation Systems, Inc. Roadrunner Transportation Services, Inc. (DBA Roadrunner Freight) Delaware Roadrunner Transportation Systems, Inc. Roadrunner T

June 20, 2018 EX-10.42

Employment Agreement, dated as of October 4, 2017, between the Registrant and Craig Paulson

exhibit1042employmentagr

May 14, 2018 NT 10-Q

RRTS / Roadrunner Transportation Systems, Inc. NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): o Form 10-K oForm 20-F oForm 11-K xForm 10-Q oForm 10-D oForm N-SAR o Form N-CSR For Period Ended: March 31, 2018 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N

April 25, 2018 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 April 24, 2018 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation) (

April 19, 2018 EX-99.1

ROADRUNNER TRANSPORTATION SYSTEMS ANNOUNCES CHANGES TO ITS BOARD OF DIRECTORS

ROADRUNNER TRANSPORTATION SYSTEMS ANNOUNCES CHANGES TO ITS BOARD OF DIRECTORS Downers Grove, IL (BUSINESS WIRE)-April 19, 2018 - Roadrunner Transportation Systems, Inc.

April 19, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 April 16, 2018 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation) (

April 9, 2018 EX-99.1

ROADRUNNER TRANSPORTATION SYSTEMS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2017 (In thousands) Historical RRTS Pro Forma Adjustments Pro Forma Current assets: Cash and cash equivalents $ 29,666 $ 29,439 (a) $ 59,1

Exhibit 99.1 On September 15, 2017, Roadrunner Transportation Systems, Inc. (the “Company” or "RRTS") completed the sale of its wholly-owned subsidiary Unitrans, Inc. (the “Disposition”). The following unaudited pro forma condensed consolidated financial information is presented to illustrate the effect of the Disposition on the Company's historical financial position and operating results. The un

April 9, 2018 8-K/A

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 September 15, 2017 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdict

April 6, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 April 6, 2018 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation) (C

April 6, 2018 EX-99.1

ROADRUNNER TRANSPORTATION SYSTEMS RECEIVES ANTICIPATED NYSE NOTICE DUE TO PREVIOUSLY ANNOUNCED LATE FORM 10-K FILING

ROADRUNNER TRANSPORTATION SYSTEMS RECEIVES ANTICIPATED NYSE NOTICE DUE TO PREVIOUSLY ANNOUNCED LATE FORM 10-K FILING Downers Grove, IL (BUSINESS WIRE)-April 6, 2018 - Roadrunner Transportation Systems, Inc.

April 2, 2018 EX-99.1

Roadrunner Transportation Systems Files Quarterly Reports for First Three Quarters of 2017 and Provides Business Update

EX-99.1 2 rrts-20180402xex991xpressr.htm EXHIBIT 99.1 Roadrunner Transportation Systems Files Quarterly Reports for First Three Quarters of 2017 and Provides Business Update Downers Grove, IL (BUSINESS WIRE)-April 2, 2018 - Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a leading asset-right transportation and asset-light logistics service provider, announced

April 2, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 April 2, 2018 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation) (C

April 2, 2018 EX-99.2

First Three Quarters of 2017 Results & Business Update April 2, 2018 This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of

rrtsq132017pptfinal First Three Quarters of 2017 Results & Business Update April 2, 2018 This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which relate to future events or performance.

March 30, 2018 EX-10.37

Second Amended and Restated Employment Agreement, dated as of April 30, 2017, between the Registrant and Mike Gettle

exhibitmgv1secondamended PHX 332402387v5 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of April 30, 2017 (the “Effective Date”), by and between Roadrunner Transportation Systems, Inc.

March 30, 2018 10-Q

RRTS / Roadrunner Transportation Systems, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2017 Commission File Number 001-34734 ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 20-2454942 (State or Other Jur

March 30, 2018 10-Q

RRTS / Roadrunner Transportation Systems, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2017 Commission File Number 001-34734 ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 20-2454942 (State or Other Jurisdiction of Inco

March 30, 2018 EX-10.38

Employment Agreement, dated May 22, 2017, between the Registrant and Terry Rogers

exhibittrv1employmentagr

March 30, 2018 EX-10.36

Second Amended and Restated Employment Agreement, dated as of April 30, 2017, between the Registrant and Curt Stoelting

exhibitv1secondamendedan PHX 331633863v9 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of April 30, 2017 (the “Effective Date”), by and between Roadrunner Transportation Systems, Inc.

March 30, 2018 EX-10.39

Separation Agreement, dated June 15, 2017, between the Registrant and Grant Crawford

EX-10.39 5 exhibitgcseparationagree.htm EXHIBIT 10.39

March 30, 2018 10-Q

RRTS / Roadrunner Transportation Systems, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2017 Commission File Number 001-34734 ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 20-2454942 (State or Othe

March 16, 2018 NT 10-K

RRTS / Roadrunner Transportation Systems, Inc. NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K oForm 20-F oForm 11-K oForm 10-Q oForm 10-D oForm N-SAR o Form N-CSR For Period Ended: December 31, 2017 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on For

March 16, 2018 EX-10.33(C)

Third Amendment to Credit Agreement, dated March 14, 2018, among the Registrant, BMO Harris Bank N.A., the Lenders (as defined therein) and the other parties thereto

exhibit1033c EXECUTION VERSION THIRD AMENDMENT TO CREDIT AGREEMENT THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”) dated as of March 14, 2018 among ROADRUNNER TRANSPORTATION SYSTEMS, INC.

March 16, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 March 14, 2018 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation) (

March 8, 2018 EX-3.8

Certificate of Designations, Preferences and Rights of Series E-1 Cumulative Redeemable Preferred Stock

exhibit38certificateofde PHX 332430251v5 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES E-1 CUMULATIVE REDEEMABLE PREFERRED STOCK OF ROADRUNNER TRANSPORTATION SYSTEMS, INC.

March 8, 2018 EX-10.35

Investment Agreement, dated March 1, 2018, between the Registrant, Elliott Associates, L.P., and Brockdale Investments LP(5)

exhibit1035investmentagr Execution Version PHX 332633099v6 INVESTMENT AGREEMENT dated as of March 1, 2018 by and among Roadrunner Transportation Systems, Inc.

March 8, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 March 1, 2018 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation) (C

March 8, 2018 EX-4.3(A)

Amendment No. 1 to Stockholders’ Agreement, dated March 1, 2018, between the Registrant, Elliott Associates, L.P., and Brockdale Investments LP.(5)

exhibit43aamendmentno1to PHX 332633283v3 AMENDMENT NO. 1 TO STOCKHOLDERS’ AGREEMENT THIS AMENDMENT NO. 1 TO STOCKHOLDERS’ AGREEMENT (“Amendment”) is entered into as of March 1, 2018, by and among Roadrunner Transportation Systems, Inc., a Delaware corporation (the “Company”), Elliott Associates, L.P., a Delaware limited partnership, and Brockdale Investments LP, a Delaware limited partnership (col

February 9, 2018 SC 13G/A

RRTS / Roadrunner Transportation Systems, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 roadrunnertransportationsyst.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Roadrunner Transportation Systems Inc Title of Class of Securities: Common Stock CUSIP Number: 76973Q105 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to

February 9, 2018 SC 13G/A

RRTS / Roadrunner Transportation Systems, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ROADRUNNER TRANSPORTATION SY (Name of Issuer) Common Stock (Title of Class of Securities) 76973Q105 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

February 5, 2018 EX-10.33(B)

Second Amendment to Credit Agreement, dated January 30, 2018, among the Registrant, BMO Bank N.A., the Lenders (as defined therein) and the other parties thereto

exhibit1033bsecondamendm EXECUTION VERSION SECOND AMENDMENT TO CREDIT AGREEMENT SECOND AMENDMENT TO CREDIT AGREEMENT (this ?Second Amendment?) dated as of January 30, 2018 among ROADRUNNER TRANSPORTATION SYSTEMS, INC.

February 5, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 30, 2018 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incor

January 31, 2018 EX-10.1

Equity Commitment Agreement, dated January 30, 2018, between Roadrunner Transportation Systems, Inc., Elliott Associates, L.P., and Brockdale Investments LP.

Exhibit Execution Copy January 30, 2018 Roadrunner Transportation Systems, Inc. 1431 Opus Place, Suite 530 Downers Grove, Illinois 60515 Attn: Curtis W. Stoelting, Chief Executive Officer Ladies and Gentlemen: This letter agreement (this ? Agreement ?) sets forth the several (and not joint and several) commitment of each investor set forth on Exhibit A hereto (each, an ? Equity Sponsor ?) to purch

January 31, 2018 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 30, 2018 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorporation)

January 31, 2018 EX-99.2

Restatement Summary, 2016 Results & 2017 Business Trends January 31, 2018 2 This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange

irrestatementpresentatio Restatement Summary, 2016 Results & 2017 Business Trends January 31, 2018 2 This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which relate to future events or performance.

January 31, 2018 8-K

RRTS / Roadrunner Transportation Systems, Inc. 8-K (Current Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 31, 2018 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incor

January 31, 2018 EX-99.1

Roadrunner Transportation Systems Completes Financial Restatement, Reports 2016 Results and Updates 2017 Business Trends

Exhibit Roadrunner Transportation Systems Completes Financial Restatement, Reports 2016 Results and Updates 2017 Business Trends Downers Grove, IL (BUSINESS WIRE)-January 31, 2018 - Roadrunner Transportation Systems, Inc.

January 31, 2018 EX-10.34

Separation Agreement and Release, dated October 3, 2015, by and between Registrant and Mark T. Peterson

exhibit1034separationagr SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release ("Agreement") is entered into by Mark T.

January 31, 2018 EX-21.1

List of Subsidiaries

EX-21.1 3 rrts-20161231xex211.htm EXHIBIT 21.1 Exhibit 21.1 LIST OF SUBSIDIARIES ROADRUNNER TRANSPORTATION SYSTEMS, INC. Name of Subsidiary State/County of Incorporation/Organization Parent Roadrunner Equipment Leasing, LLC Delaware Roadrunner Transportation Systems, Inc. Roadrunner Transportation Services, Inc. Delaware Roadrunner Transportation Systems, Inc. Roadrunner Truckload Agent Investment

January 31, 2018 10-K

RRTS / Roadrunner Transportation Systems, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2016 Commission File Number 001-34734 ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 20-2454942 (State or Other Jurisdiction of Incorpora

January 30, 2018 10-Q/A

RRTS / Roadrunner Transportation Systems, Inc. 10-Q/A (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Amendment No. 1) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2016 Commission File Number 001-34734 ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 20-2454942

January 30, 2018 10-Q/A

RRTS / Roadrunner Transportation Systems, Inc. 10-Q/A (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Amendment No. 1) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2016 Commission File Number 001-34734 ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 20-2454942 (State or Other

January 30, 2018 10-Q/A

RRTS / Roadrunner Transportation Systems, Inc. 10-Q/A (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Amendment No. 1) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2016 Commission File Number 001-34734 ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 20-24

January 30, 2018 10-K/A

RRTS / Roadrunner Transportation Systems, Inc. 10-K/A (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2015 Commission File Number 001-34734 ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 20-2454942 (State or Other Juris

December 27, 2017 8-K

RRTS / Roadrunner Transportation Systems, Inc. 8-K (Current Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 27, 2017 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Inco

December 18, 2017 EX-10.33(A)

First Amendment to Credit Agreement, dated December 15, 2017, among the Registrant, BMO Bank N.A., the Lenders (as defined therein) and the other parties thereto

EX-10.33(A) 2 exhibit1033aexecutedfirs.htm EXHIBIT 10.33(A)

December 18, 2017 EX-99.1

Roadrunner Transportation Systems Receives Filing Extensions

EX-99.1 3 rrts-20171218xex991xpressr.htm EXHIBIT 99.1 Roadrunner Transportation Systems Receives Filing Extensions Downers Grove, IL (BUSINESS WIRE)-December 18, 2017 - Roadrunner Transportation Systems, Inc. (“Roadrunner”) (NYSE: RRTS), a leading asset-right transportation and asset-light logistics service provider, today announced that it has received filing extensions from the New York Stock Ex

December 18, 2017 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 15, 2017 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Inco

November 22, 2017 EX-99.1

Downers Grove, IL (BUSINESS WIRE)-November 22, 2017

Exhibit Downers Grove, IL (BUSINESS WIRE)-November 22, 2017 - Roadrunner Transportation Systems, Inc.

November 22, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 22, 2017 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Inco

October 12, 2017 8-K

Roadrunner Transportation Systems 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 June 15, 2017 Date of report (Date of earliest event reported) ROADRUNNER TRANSPORTATION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-34734 20-2454942 (State or Other Jurisdiction of Incorpor

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