Edgar Filing: FREIDHEIM STEPHEN C

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â CYRUS CAPITAL PARTNERS, LP

2. Date of Event Requiring Statement (Month/Day/Year)
09/16/2011

3. Issuer Name and Ticker or Trading Symbol
YRC Worldwide Inc. [TRCW]

(Last)

(First)

(Middle)

399 PARK AVENUE,Â 39TH FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10022

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	158,122,077 ⁽¹⁾	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
10% Series A Convertible Senior Secured Notes due 2015	07/22/2013	03/31/2015	Common Stock, par value $0.01 per share	122,858,299	$ ⁽⁷⁾	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁵⁾
10% Series B Convertible Senior Secured Notes due 2015	09/16/2011	03/31/2015	Common Stock, par value $0.01 per share	289,738,036	$ ⁽⁸⁾	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CYRUS CAPITAL PARTNERS, LP 399 PARK AVENUE 39TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â
CYRUS CAPITAL PARTNERS GP, LLC 399 PARK AVENUE 39TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â
FREIDHEIM STEPHEN C 399 PARK AVENUE 39TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â
FBC HOLDINGS S.A.R.L. 399 PARK AVENUE 39TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â

Signatures

/s/ Stephen C. Freidheim, Managing Member of Cyrus Capital Partners GP, LLC, its general partner		09/26/2011
^**Signature of Reporting Person		Date
/s/ Stephen C. Freidheim, Managing Member		09/26/2011
^**Signature of Reporting Person		Date
/s/ Stephen C. Freidheim		09/26/2011
^**Signature of Reporting Person		Date
/s/ Stephen C. Freidheim, Managing Member of Cyrus Capital Partners GP, LLC, the managing member of Cyrus Capital Partners, L.P., the investment manager of its shareholders		09/26/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	The filing of this Form 3 shall not be construed as an admission that Cyrus Capital Partners, L.P. ("Cyrus"), Cyrus Capital Partners GP, LLC ("Cyrus GP"), Mr. Stephen C. Freidheim and FBC Holdings, S.a.r.l ("FBC" and together with Cyrus, Cyrus GP and Mr. Freidheim, collectively the "Reporting Persons") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the shares of Common Stock, par value $0.01 per share (the "Common Stock"), of YRC Worldwide, Inc. (the "Issuer"), the Series A Notes (as defined below) and the Series B Notes (defined below) which are directly owned by FBC, Crescent 1, L.P., CRS Fund, Ltd., Cyrus Opportunities Master Fund II, Ltd. and Cyrus Select Opportunities Master Fund, Ltd. (collectively, the "Cyrus Funds"). Pursuant to Rule 16a-1, the Reporting Persons (other than FBC) disclaim such beneficial ownership, except to the extent of their pecuniary interest.
(2)	As a result of a prior exchange offer, the Cyrus Funds, which are controlled by Cyrus, Cyrus GP and Mr. Freidheim, exchanged their claims under the Issuer's Credit Agreement, dated as of August 17, 2007, among the Issuer and several of its subsidiaries, JPMorgan Chase Bank, National Association, as agent, and the lenders thereunder (the "Credit Agreement") in part for: (i) Series B Convertible Preferred Stock, par value $1.00 (the "Preferred Stock"), (ii) 10% Series A Convertible Senior Secured Notes due 2015 (the "Series A Notes") and (iii) rights to acquire for cash 10% Series B Convertible Senior Secured Notes due 2015 (the "Series B Notes"), none of which are registered under Section 12 of the Securities Exchange Act of 1934, as amended. Prior to the merger described below, the Cyrus Funds acquired their interest in the Series B Notes.
(3)	As part of the reorganization of the Issuer, a shareholder meeting approving a subsidiary-parent merger occurred September 16, 2011, whereby a wholly-owned subsidiary of the Issuer merged into the Issuer and the certificate of incorporation of the Issuer was amended and restated to increase the number of shares of Common Stock authorized. As a result of the merger being approved and becoming effective, (i) the Preferred Stock automatically converted into shares of Common Stock, (ii) the Series A Notes became convertible at a fixed price into shares of the Common Stock two years from the date of issuance and (iii) the Series B Notes became immediately convertible at a fixed price into shares of the Common Stock, with such notes convertible based as if the Series B Notes were held until maturity and all interest were paid in kind.
(4)	At the time of the transaction, Stephen C. Freidheim, the managing member of Cyrus GP, which serves as the general partner to Cyrus (the investment manager to the Cyrus Funds),controlled the disposition and voting of the Common Stock and has an indirect pecuniary interest through his interest in the Cyrus Funds and Cyrus Capital Advisors, LLC, the general partner to certain of the Cyrus Funds. FBC, one of the Cyrus Funds and a Luxembourg company which is wholly owned by by Cyrus Opportunities Master Fund II, Ltd., CRS Fund, Ltd., Crescent 1, L.P., Cyrus Select Opportunities Master Fund, Ltd. and Cyrus Europe Master Fund, Ltd., directly holds 397,387 shares of Common Stock. The remaining Common Stock is held directly by the other Cyrus Funds. Cyrus and Cyrus GP do not have a pecuniary interest in the Common Stock.
(5)	At the time of the transaction, Stephen C. Freidheim controlled the disposition and voting of the Series A Notes and has an indirect pecuniary interest through his interest in the Cyrus Funds and Cyrus Capital Advisors, LLC, the general partner to certain of the Cyrus Funds. FBC directly holds $12,186,217.54 of the Series A Notes which are convertible upon two years from the date of issuance into 107,506,811 shares of Common Stock. The remaining Series A Notes are held directly by the other Cyrus Funds. Cyrus and Cyrus GP do not have a pecuniary interest in the Series A Notes.
(6)	At the time of the transaction, Stephen C. Freidheim controlled the disposition and voting of the Series B Notes and has an indirect pecuniary interest through his interest in the Cyrus Funds and Cyrus Capital Advisors, LLC, the general partner to certain of the Cyrus Funds. FBC directly holds $11,696,012.02 of the Series B Notes which are convertible upon two years from the date of issuance into 271,428,903 shares of Common Stock. The remaining Series B Notes are held directly by the other Cyrus Funds. Cyrus and Cyrus GP do not have a pecuniary interest in the Series B Notes.
(7)	The Series A Notes are convertible into shares of the Common Stock at a conversion rate of 8822 shares of Common Stock per $1,000 of Series A Notes.
(8)	The Series B Notes are convertible into shares of the Common Stock at a conversion rate of 23,357.46476 shares of Common Stock per $1,000 of Series B Notes.

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