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DELAWARE
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001-34734
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20-2454942
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1431 Opus Place, Suite 530 Downers Grove, Illinois
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60515
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(Address of Principal Executive Offices)
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(Zip Code)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Emerging growth company
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o
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Minimum Number of Shares Subject To Equity Awards Triggering Automatic Termination of Retention Bonus Obligations
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Executive
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Amount of
Retention Bonus
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Additional RSUs
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PRSUs
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Curtis W. Stoelting
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$3,178,000
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268,000
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236,000
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Michael L. Gettle
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$2,858,000
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268,000
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236,000
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Terence R. Rogers
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$995,000
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95,000
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84,000
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Scott B. Cousins
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$783,000
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83,000
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72,000
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Item 7.01.
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Regulation FD Disclosure.
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Item 9.01.
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Financial Statements and Exhibits.
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(a)
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Financial Statements of Business Acquired.
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Not applicable.
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(b)
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Pro Forma Financial Information.
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Not applicable.
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(c)
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Shell Company Transactions.
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Not applicable.
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(d)
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Exhibits.
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Exhibit
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Number
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10.43
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Management Retention Agreement, dated July 9, 2018, between the Registrant and Curtis W. Stoelting
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10.44
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Management Retention Agreement, dated July 9, 2018, between the Registrant and Michael L. Gettle
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10.45
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Management Retention Agreement, dated July 9, 2018, between the Registrant and Terence R. Rogers
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10.46
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Management Retention Agreement, dated July 9, 2018, between the Registrant and Scott B. Cousins
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99.1
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Press Release dated July 11, 2018
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ROADRUNNER TRANSPORTATION SYSTEMS, INC.
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Date: July 11, 2018
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By:
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/s/ Terence R. Rogers
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Terence R. Rogers
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Chief Financial Officer
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Exhibit
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Number
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Description
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10.43
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10.44
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10.45
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10.46
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99.1
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