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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B Convertible Preferred Stock | (2) | 05/18/2010 | C | 1,415,326 (10) | (11) | (11) | Common Stock | 1,739,767 (12) | $ 0 | 0 | I | See Footnote (13) (14) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| RUED SCOTT D 4900 S. PENNSYLVANIA AVENUE CUDAHY, WI 53110 |
X | X | Chairman of the Board | |
| Lisa M. Withers, Attorney-in-Fact | 05/20/2010 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents shares of common stock issued upon conversion of the Series B Preferred Stock (including accrued and unpaid dividends) in Table II. Represents 1,738,274 shares of common stock held by Thayer Equity Investors V, L.P. ("Thayer"); 554 shares of common stock held by TC Roadrunner-Dawes Holdings, L.L.C. ("TC Roadrunner"); and 939 shares of common stock held by TC Sargent Holdings, L.L.C. ("TC Sargent"). |
| (2) | The Series B Preferred Stock included in Table II (including all accrued and unpaid dividends) was converted into common stock immediately prior to the consummation of the Issuer's initial public offering for no additional consideration. |
| (3) | Represents 11,632,192 shares of common stock held by Thayer; 24,369 shares of common stock held by TC Roadrunner; and 24,455 shares of common stock held by TC Sargent. |
| (4) | The Reporting Person expressly disclaims beneficial ownership of the shares reported in Table I, except to the extent of his pecuniary interest therein. The filing of this form should not be deemed an admission that the Reporting Person is, for Section 16 purposes or otherwise, the beneficial owner of such shares. |
| (5) | TC Equity Partners V, L.L.C. ("TC Equity") is the general partner of Thayer and Thayer | Hidden Creek Partners, L.L.C. ("Thayer | Hidden Creek") is the managing member of TC Equity. TC Co-Investors V, L.L.C. ("Co-Investors") is the managing member of each of TC Sargent and TC Roadrunner. Thayer | Hidden Creek Management, L.P. ("Management") is the sole manager of Co-Investors, and Thayer | Hidden Creek is the general partner of Management. As such, TC Equity, Co-Investors, Management, and Thayer | Hidden Creek may be deemed to be beneficial owners of the shares reported in Table I. Each of TC Equity, Co-Investors, Management, and Thayer | Hidden Creek expressly disclaims beneficial ownership of the shares reported in Table I except to the extent of its pecuniary interest therein. The filing of this form should not be deemed an admission that TC Equity, Co-Investors, Management, or Thayer | Hidden Creek is, for Section 16 purposes or otherwise, the beneficial owner of such shares. |
| (6) | Represents 2,528,947 shares of common stock held by Thayer | Hidden Creek Partners II, L.P. ("Partners II") and 36,662 shares of common stock held by THC Co-Investors II, L.P. ("Co-Investors II") acquired in connection with the merger of a wholly owned subsidiary of the Issuer into Group Transportation Services Holdings, Inc. on May 18, 2010, as described in the Issuer's prospectus relating to its initial public offering. |
| (7) | Acquired in connection with the merger of a wholly owned subsidiary of the Issuer into Group Transportation Services Holdings, Inc. on May 18, 2010, as described in the Issuer's prospectus relating to its initial public offering. |
| (8) | Represents 11,632,192 shares of common stock held by Thayer; 24,369 shares of common stock held by TC Roadrunner; 24,455 shares of common stock held by TC Sargent; 2,528,947 shares held by Partners II, and 36,662 shares held by Co-Investors II. |
| (9) | TC Equity is the general partner of Thayer and Thayer | Hidden Creek is the managing member of TC Equity. Co-Investors is the managing member of each of TC Sargent and TC Roadrunner. Management is the sole manager of Co-Investors, and Thayer | Hidden Creek is the general partner of Management. THCP Management II, L.P. ("THCP") is the general partner of Partners II and Co-Investors II, and Thayer | Hidden Creek is the general partner of THCP. As such, TC Equity, Co-Investors, Management, THCP, and Thayer | Hidden Creek may be deemed to be beneficial owners of the shares reported in Table I. Each of TC Equity, Co-Investors, Management, THCP, and Thayer | Hidden Creek expressly disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein. The filing of this form should not be deemed an admission that TC Equity, Co-Investors, Management, THCP, or Thayer | Hidden Creek is, for Section 16 purposes or otherwise, the beneficial owner of such shares. |
| (10) | The Reporting Person previously reported 1,414,112 shares of common stock issuable upon conversion of Series B Convertible Preferred Stock (not including accrued and unpaid dividends) held by Thayer; 450 shares of common stock issuable upon conversion of Series B Convertible Preferred Stock (not including accrued and unpaid dividends) held by TC Roadrunner; and 764 shares of common stock issuable upon conversion of Series B Convertible Preferred Stock (not including accrued and unpaid dividends) held by TC Sargent. |
| (11) | The Series B Convertible Preferred Stock was convertible at any time, at the Reporting Person's election, and had no expiration date. |
| (12) | Immediately prior to the consummation of the Issuer's initial public offering, the Series B Preferred Stock (including accrued and unpaid dividends) was converted into common stock of the Issuer. Represents 1,738,274 shares of common stock held by Thayer; 554 shares of common stock held by TC Roadrunner; and 939 shares of common stock held by TC Sargent. |
| (13) | TC Equity is the general partner of Thayer and Thayer | Hidden Creek is the managing member of TC Equity. Co-Investors is the managing member of each of TC Sargent and TC Roadrunner. Management is the sole manager of Co-Investors, and Thayer | Hidden Creek is the general partner of Management. As such TC Equity, Co-Investors, Management, and Thayer | Hidden Creek may be deemed to be beneficial owners of the shares reported in Table II. Each of TC Equity, Co-Investors, Management, and Thayer | Hidden Creek expressly disclaim beneficial ownership of the shares reported in Table II except to the extent of its pecuniary interest therein. The filing of this form should not be deemed an admission that TC Equity, Co-Investors, Management, or Thayer | Hidden Creek is, for Section 16 purposes or otherwise, the beneficial owner of such shares. |
| (14) | The Reporting Person expressly disclaims beneficial ownership of the shares reported in Table II, except to the extent of his pecuniary interest therein. The filing of this form should not be deemed an admission that the Reporting Person is, for Section 16 purposes or otherwise, the beneficial owner of such shares. |