UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Scott D. Rued

Lisa M. Costello

HCI Equity Partners, L.L.C.

1730 Pennsylvania Avenue, NW, Suite 525

Washington, DC 20006

(202) 371-0150

with a copy to:

Scott A. Moehrke, P.C.

Kirkland & Ellis LLP

300 N. LaSalle Street

Chicago, Illinois 60654

(312) 862-2000

(i)

Thayer and HC Equity may be deemed to be the beneficial owners of 10,843,757 shares of Common Stock, or approximately 27.3% of the Common Stock outstanding. This number is comprised of: 8,529,540 shares of Common Stock held directly by Thayer, 2,224,629 shares of Common Stock issuable to Thayer pursuant to the Sargent Merger Warrant and 89,588 shares of Common Stock issuable to Thayer pursuant to the Junior Subordinated Note Warrant.

(ii)

Partners III may be deemed to be the beneficial owner of 1,854,401 shares of Common Stock, or approximately 5.0% of the Common Stock outstanding. This number is comprised of shares of Common Stock held directly by Partners III.

(iii)

Co-Investors III may be deemed to be the beneficial owner of 26,883 shares of Common Stock, or 0.1% of the Common Stock outstanding. This number is comprised of shares of Common Stock held directly by Co-Investors III.

(iv)

TC Sargent may be deemed to be the beneficial owner of 39,075 shares of Common Stock, or 0.1% of the Common Stock outstanding. This number is comprised of: 17,932 shares of Common Stock held directly by TC Sargent, and 21,143 shares of Common Stock issuable to TC Sargent pursuant to the Sargent Merger Warrant.

(v)

TC Roadrunner may be deemed to be the beneficial owner of 17,869 shares of Common Stock, or 0.0% of the Common Stock outstanding. This number is comprised of shares of Common Stock held directly by TC Roadrunner.

(vi)

Co-Investors and HCI may be deemed to be the beneficial owners of 56,944 shares of Common Stock, or 0.2% of the Common Stock outstanding. This number is comprised of the shares of Common Stock held directly by and the shares of Common Stock issuable to TC Sargent pursuant to the Sargent Merger Warrant as described in paragraph (iv) above and the shares of Common Stock held directly by TC Roadrunner as described in paragraph (v) above.

(vii)

HCI Management III may be deemed to be the beneficial owner of 1,881,284 shares of Common Stock, or 5.0% of the Common Stock outstanding. This number is comprised of the shares of Common Stock held directly by Partners III as described in paragraph (ii) above and the shares of Common Stock held directly by Co-Investors III as described in paragraph (iii) above.

(viii)

HCI Equity Partners may be deemed to be the beneficial owner of 12,781,985 shares of Common Stock, or 32.2% of the Common Stock outstanding. This number is comprised of the shares of Common Stock held directly by and issuable to Thayer pursuant to the Sargent Merger Warrant and the Junior Subordinated Notes Warrant as described in paragraph (i) above, the shares of Common Stock held directly by Partners III as described in paragraph (ii) above, the shares of Common Stock held by Co-Investors III as described in paragraph (iii) above, the shares of Common Stock held directly by and issuable to TC Sargent pursuant to the Sargent Merger Warrant as described in paragraph (iv) above, and the shares of Common Stock held directly by TC Roadrunner as described in paragraph (v) above.

(i)

Thayer and HC Equity may be may be deemed to have shared power to vote or direct the vote and shared power to dispose or direct the disposition of 10,843,757 shares of Common Stock, or approximately 27.3% of the Common Stock outstanding. This number is comprised of: 8,529,540 shares of Common Stock held directly by Thayer, 2,224,629 shares of Common Stock issuable to Thayer pursuant to the Sargent Merger Warrant and 89,588 shares of Common Stock issuable to Thayer pursuant to the Junior Subordinated Note Warrant. HC Equity’s investment committee makes investment decisions on behalf of HC Equity and may be deemed to have shared power to vote or direct the vote and shared power to dispose or direct the disposition of the foregoing shares of Common Stock. HC Equity’s investment committee decisions are made based on the affirmative consent of HCI Equity Partners and the majority of the votes of the investment committee members, who are: Daniel M. Dickinson, Scott D. Rued, Douglas P. McCormick, Ivor J. Evans, James T. Forese and Richard Snell.

(ii)

Partners III may be deemed to have shared power to vote or direct the vote and shared power to dispose or direct the disposition of 1,854,401 shares of Common Stock, or approximately 5.0% of the Common Stock outstanding. This number is comprised of shares of Common Stock held directly by Partners III.

(iii)

Co-Investors III may be deemed to have shared power to vote or direct the vote and shared power to dispose or direct the disposition of 26,883 shares of Common Stock, or 0.1% of the Common Stock outstanding. This number is comprised of shares of Common Stock held directly by Co-Investors III.

(iv)

TC Sargent may be deemed to have shared power to vote or direct the vote and shared power to dispose or direct the disposition of 39,075 shares of Common Stock, or 0.1% of the Common Stock outstanding. This number is comprised of: 17,932 shares of Common Stock held directly by TC Sargent, and 21,143 shares of Common Stock issuable to TC Sargent pursuant to the Sargent Merger Warrant.

(v)

TC Roadrunner may be deemed to have shared power to vote or direct the vote and shared power to dispose or direct the disposition of 17,869 shares of Common Stock, or 0.0% of the Common Stock outstanding. This number is comprised of shares of Common Stock held directly by TC Roadrunner.

(vi)

Co-Investors and HCI may be deemed to have shared power to vote or direct the vote and shared power to dispose or direct the disposition of 56,944 shares of Common Stock, or 0.2% of the Common Stock outstanding. This number is comprised of the shares of Common Stock held directly by and the shares of Common Stock issuable to TC Sargent pursuant to the Sargent Merger Warrant as described in paragraph (iv) above and the shares of Common Stock held directly by TC Roadrunner as described in paragraph (v) above.

(vii)

HCI Management III may be deemed to have shared power to vote or direct the vote and shared power to dispose or direct the disposition of 1,881,284 shares of Common Stock, or 5.0% of the Common Stock outstanding. This number is comprised of the

shares of Common Stock held directly by Partners III as described in paragraph (ii) above and the shares of Common Stock held directly by Co-Investors III as described in paragraph (iii) above. HCI Management III’s investment committee makes investment decisions on behalf of HCI Management III and may be deemed to have shared power to vote or direct the vote and shared power to dispose or direct the disposition of the foregoing shares of Common Stock. HCI Management III’s investment committee decisions are made based on the affirmative consent of HCI Equity Partners and the majority of the investment committee members, who are: Daniel M. Dickinson, Ivor J. Evans, James T. Forese, Scott Gibaratz, Douglas P. McCormick, Daniel F. Moorse, Carl E. Nelson, Scott D. Rued, Richard Snell and Judith A. Vijums.

(viii)

HCI Equity Partners may be deemed to have shared power to vote or direct the vote and shared power to dispose or direct the disposition of 12,781,985 shares of Common Stock, or 32.2% of the Common Stock outstanding. This number is comprised of the shares of Common Stock held directly by and issuable to Thayer pursuant to the Sargent Merger Warrant and the Junior Subordinated Notes Warrant as described in paragraph (i) above, the shares of Common Stock held directly by Partners III as described in paragraph (ii) above, the shares of Common Stock held by Co-Investors III as described in paragraph (iii) above, the shares of Common Stock held directly by and issuable to TC Sargent pursuant to the Sargent Merger Warrant as described in paragraph (iv) above, and the shares of Common Stock held directly by TC Roadrunner as described in paragraph (v) above. As the managing member of HC Equity and the general partner of HCI and HCI Management III, HCI Equity Partners exercises certain authority over the investment decision-making process of the other Reporting Persons through its board of directors, and, as a result, the directors may be deemed to have shared power to vote or direct the vote and shared power to dispose or direct the disposition of the foregoing shares of Common Stock. The directors are Daniel M. Dickinson, Douglas P. McCormick and Scott D. Rued. Board actions generally must be approved by two of the three directors.

The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described herein. The filing of this Schedule 13D by the Reporting Persons shall not be considered an admission that such Reporting Persons, for the purpose of Section 13(d) of the Exchange Act, are the beneficial owners of any of the shares of Common Stock.

(c)

On August 19, 2013, Thayer sold 2,286,165 shares of Common Stock, TC Roadrunner sold 4,789 shares of Common Stock, TC Sargent sold 4,806 shares of Common Stock, Partners III sold 497,034 shares of Common Stock and Co-Investors III sold 7,206 shares of Common Stock. The shares were sold in an open-market transaction at a price per share of $25.5825 to unaffiliated purchasers.

(d)

Except as stated within this Item 5, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock of the Issuer reported by this statement.

(e)

Inapplicable.

Schedule A

-

Additional Information Required by Item 2 of Schedule 13D*

Exhibit A

-

Schedule 13D Joint Filing Agreement, dated August 27, 2013, by and among each of the Reporting Persons

Exhibit B

-

Sargent Merger Warrant**

Exhibit C

-

Junior Subordinated Note Warrant**

Exhibit D

-

Stockholders’ Agreement**

Exhibit E

-

Advisory Agreement**

Exhibit F

Underwriting Agreement, dated August 13, 2013, among Roadrunner Transportation Systems, Inc., Robert W. Baird & Co. Incorporated, Morgan Stanley & Co. LLC, and Deutsche Bank Securities Inc., as representatives of the several underwriters named in Schedule II thereto, and the Selling Stockholders named therein***

Dated: August 27, 2013

Thayer Equity Investors V, L.P.

By:

HC Equity Partners V, L.L.C., its General Partner

By:

HCI Equity Partners, L.L.C., its Managing Member

By:

/s/ Lisa M. Costello

Name:

Lisa M. Costello

Title:

Treasurer and CFO

HCI Equity Partners III, L.P.

By:

HCI Management III, L.P., its General Partner

By:

HCI Equity Partners, L.L.C., its General Partner

By:

/s/ Lisa M. Costello

Name:

Lisa M. Costello

Title:

Treasurer and CFO

HCI Co-Investors III, L.P.

By:

HCI Management III, L.P., its General Partner

By:

HCI Equity Partners, L.L.C., its General Partner

By:

/s/ Lisa M. Costello

Name:

Lisa M. Costello

Title:

Treasurer and CFO

TC Sargent Holdings, L.L.C.

By:

TC Co-Investors V, L.L.C., its Managing Member

By:

HCI Equity Management, L.P., its Sole Manager

By:

HCI Equity Partners, L.L.C., its General Partner

By:

/s/ Lisa M. Costello

Name:

Lisa M. Costello

Title:

Treasurer and CFO

TC Roadrunner-Dawes Holdings, L.L.C.

By:

TC Co-Investors V, L.L.C., its Managing Member

By:

HCI Equity Management, L.P., its Sole Manager

By:

HCI Equity Partners, L.L.C., its General Partner

By:

/s/ Lisa M. Costello

Name:

Lisa M. Costello

Title:

Treasurer and CFO

TC Co-Investors V, L.L.C.

By:

HCI Equity Management, L.P., its Sole Manager

By:

HCI Equity Partners, L.L.C., its General Partner

By:

/s/ Lisa M. Costello

Name:

Lisa M. Costello

Title:

Treasurer and CFO

HC Equity Partners V, L.L.C.

By:

HCI Equity Partners, L.L.C., its Managing Member

By:

/s/ Lisa M. Costello

Name:

Lisa M. Costello

Title:

Treasurer and CFO

HCI Management III, L.P.

By:

HCI Equity Partners, L.L.C., its General Partner

By:

/s/ Lisa M. Costello

Name:

Lisa M. Costello

Title:

Treasurer and CFO

HCI Equity Management, L.P.

By:

HCI Equity Partners, L.L.C., its General Partner

By:

/s/ Lisa M. Costello

Name:

Lisa M. Costello

Title:

Treasurer and CFO

HCI Equity Partners, L.L.C.

By:

/s/ Lisa M. Costello

Name:

Lisa M. Costello

Title:

Treasurer and CFO

Dated: August 27, 2013

Thayer Equity Investors V, L.P.

By:

HC Equity Partners V, L.L.C., its General Partner

By:

HCI Equity Partners, L.L.C., its Managing Member

By:

/s/ Lisa M. Costello

Name:

Lisa M. Costello

Title:

Treasurer and CFO

HCI Equity Partners III, L.P.

By:

HCI Management III, L.P., its General Partner

By:

HCI Equity Partners, L.L.C., its General Partner

By:

/s/ Lisa M. Costello

Name:

Lisa M. Costello

Title:

Treasurer and CFO

HCI Co-Investors III, L.P.

By:

HCI Management III, L.P., its General Partner

By:

HCI Equity Partners, L.L.C., its General Partner

By:

/s/ Lisa M. Costello

Name:

Lisa M. Costello

Title:

Treasurer and CFO

TC Sargent Holdings, L.L.C.

By:

TC Co-Investors V, L.L.C., its Managing Member

By:

HCI Equity Management, L.P., its Sole Manager

By:

HCI Equity Partners, L.L.C., its General Partner

By:

/s/ Lisa M. Costello

Name:

Lisa M. Costello

Title:

Treasurer and CFO

TC Roadrunner-Dawes Holdings, L.L.C.

By:

TC Co-Investors V, L.L.C., its Managing Member

By:

HCI Equity Management, L.P., its Sole Manager

By:

HCI Equity Partners, L.L.C., its General Partner

By:

/s/ Lisa M. Costello

Name:

Lisa M. Costello

Title:

Treasurer and CFO

TC Co-Investors V, L.L.C.

By:

HCI Equity Management, L.P., its Sole Manager

By:

HCI Equity Partners, L.L.C., its General Partner

By:

/s/ Lisa M. Costello

Name:

Lisa M. Costello

Title:

Treasurer and CFO

HC Equity Partners V, L.L.C.

By:

HCI Equity Partners, L.L.C., its Managing Member

By:

/s/ Lisa M. Costello

Name:

Lisa M. Costello

Title:

Treasurer and CFO

HCI Management III, L.P.

By:

HCI Equity Partners, L.L.C., its General Partner

By:

/s/ Lisa M. Costello

Name:

Lisa M. Costello

Title:

Treasurer and CFO

HCI Equity Management, L.P.

By:

HCI Equity Partners, L.L.C., its General Partner

By:

/s/ Lisa M. Costello

Name:

Lisa M. Costello

Title:

Treasurer and CFO

HCI Equity Partners, L.L.C.

By:

/s/ Lisa M. Costello

Name:

Lisa M. Costello

Title:

Treasurer and CFO