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~~January 1128, ~~2019~~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)	(Commission File Number)	(IRS Employer Identification No.)

	1431 Opus Place, Suite 530 Downers Grove, Illinois 60515
(Address of Principal Executive Offices) (Zip Code)

(414) 615-1500 (Registrant’s telephone number, including area code)

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):



o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	RRTS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).



Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Agreement

On ~~December 10~~January 28, ~~2019~~2020, ~~Michael~~Roadrunner L.Transportation ~~Gettle~~Systems, ~~announced~~Inc., ~~that~~a heDelaware iscorporation ~~leaving~~ (the ~~company~~“Seller”), C.H. ~~and~~Robinson ~~therefore~~Company ~~resigning as our President~~Inc., ~~Chief~~a ~~Operating~~Minnesota ~~Officer~~corporation ~~and~~(the ~~Secretary~~“Purchaser”) and asC.H. aRobinson ~~director on our Board of Directors~~Worldwide, ~~effective immediately~~Inc. We, ~~and~~a ~~Mr.~~Delaware ~~Gettle~~corporation, entered into a ~~Separation~~definitive ~~Agreement~~stock ~~and~~purchase ~~Release~~agreement (the “~~Separation~~Purchase Agreement”)~~. The~~ ~~Separation~~pursuant ~~Agreement~~to ~~provides~~which ~~that,~~the ifSeller ~~Mr.~~agreed ~~Gettle~~to ~~does~~sell ~~not~~to ~~revoke~~the ~~his~~Purchaser ~~acceptance~~all of the ~~Separation~~issued ~~Agreement~~and ~~within~~outstanding ~~the~~equity ~~applicable~~interests ~~seven-day~~of ~~revocation~~Prime ~~period~~Distribution Services, ~~(a) Mr~~Inc., ~~Gettle~~a ~~will~~Delaware ~~receive~~corporation ~~his base salary~~ for a ~~period~~base ofpurchase ~~eighteen~~price ~~(18)~~of ~~months~~$225 million ~~and~~in ~~(b)~~cash, ~~Mr.~~subject ~~Gettle will be entitled~~ to ~~continued~~customary ~~health~~purchase ~~insurance~~price ~~coverage~~adjustments ~~under our group health plan on~~ (the ~~same~~“Transaction”). ~~terms~~The asPurchase ~~provided~~Agreement tois ~~our~~dated ~~other executives until such date~~ as ~~Mr. Gettle reaches the age~~ of ~~65. In~~January ~~the event of certain future corporate transactions~~28, Mr2020. ~~Gettle will be entitled to receive a lump sum payment equal to the then remaining severance and health insurance benefits, if any.~~ The ~~Separation~~Purchase Agreement ~~contains a mutual release that~~ is ~~binding~~governed ~~upon~~by usDelaware ~~and Mr~~law. ~~Gettle.~~

~~The~~Consummation ~~foregoing~~of isthe aTransaction ~~summary~~is ~~only~~subject ~~and~~to ~~does~~various ~~not~~customary ~~purport~~conditions, toincluding bethe aexpiration ~~complete~~or ~~description~~termination of all waiting periods under U.S. antitrust laws. Each of the ~~terms,~~Seller ~~provisions~~and Purchaser have made customary representations, ~~covenants~~warranties and ~~agreements~~covenants ~~contained~~ in the ~~Separation~~Purchase Agreement,. ~~and~~The isSeller ~~subject to~~ and ~~qualified~~Purchaser inhave ~~its~~agreed ~~entirety~~to byprovide ~~reference~~customary toindemnities, and the ~~complete~~Purchase ~~text~~Agreement ofcontemplates the ~~Separation~~Purchaser ~~Agreement,~~obtaining a buy-side representation ~~copy~~and ofwarranty ~~which~~insurance ~~will~~policy ~~be filed~~ as anrecourse ~~exhibit~~in to the ~~Company’s~~event ~~Annual~~of ~~Report~~breaches onof ~~Form 10-K for~~ the ~~fiscal~~Seller’s ~~year~~representations ~~ending~~and ~~December 31, 2019~~warranties.

OnThe ~~December 11~~representations, ~~2019,~~warranties weand ~~issued~~covenants acontained ~~press~~in ~~release~~the ~~announcing~~Purchase ~~Mr.~~Agreement ~~Gettle’s~~were ~~departure. A~~made ~~copy~~only for purposes of the ~~press~~Purchase ~~release~~Agreement isas ~~filed~~of asthe ~~Exhibit~~specific ~~99.1~~dates ~~hereto~~therein, ~~and~~were issolely ~~incorporated~~for ~~herein~~the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by ~~reference.~~the contracting parties, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.

Item 9.01.		Financial Statements and Exhibits.
	(a)	Financial Statements of Business Acquired.
		Not applicable.
	(b)	Pro Forma Financial Information.
		Not applicable.
	(c)	Shell Company Transactions.
		Not applicable.
	(d)	Exhibits.
Exhibit
Number
99.1		Press Release dated December 11, 2019



Item 7.01.		Regulation FD Disclosure

On January 28, 2020, the Seller issued a press release announcing the signing of the Purchase Agreement with the Purchaser. A copy of the Seller’s press release is furnished with this Report as Exhibit 99.1 and is incorporated herein by reference.

The information provided pursuant to Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.



Item 9.01.		Financial Statements and Exhibits.

	(d)	Exhibits.

		Exhibit
		Number	Description
		99.1	Press release, dated January 28, 2020, issued by Roadrunner Transportation Systems, Inc.

SIGNATURES



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.

ROADRUNNER TRANSPORTATION SYSTEMS, INC.

Date: December 11, 2019

/s/ Patrick J. Unzicker

Date: January 28, 2020

/s/ Patrick J. Unzicker

Patrick J. Unzicker

Executive Vice President and Chief Financial Officer

Filing Compare · Roadrunner Transportation Systems, Inc.