SEC FORM 3/A SEC Form 3
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
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
DBD Cayman Holdings, Ltd.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE, NW SUITE 220 S

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/16/2011
3. Issuer Name and Ticker or Trading Symbol
YRC Worldwide Inc. [ YRCW ]
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 of Original Filed (Month/Day/Year)
10/05/2011
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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)
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: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
10% Series B Convertible Senior Secured Notes due 2015 09/16/2011 03/31/2015 Common Stock 234,921,618(1) 0.0618 I See footnote(2)
1. Name and Address of Reporting Person*
DBD Cayman Holdings, Ltd.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE, NW SUITE 220 S

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DBD Cayman, Ltd.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., NW, SUITE 220 S

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TCG HOLDINGS CAYMAN II, L.P.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., NW, SUITE 220 S

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TC Group Cayman Investment Holdings, L.P.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., NW, SUITE 220 S

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TC Group CSP II, LLC

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE, NW SUITE 220 S

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CSP II General Partner, LP

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE, NW SUITE 220 S

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Strategic Partners II LP

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE, NW SUITE 220 S

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CSP II COINVESTMENT, L.P.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE, NW SUITE 220 S

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
Explanation of Responses:
1. The reporting person's original Form 3 omitted $3,870,964 and $329,402 of the Issuer's 10% Series B Convertible Senior Secured Notes due 2015 (the "Series B Notes") beneficially owned by Carlyle Strategic Partners II, L.P. and CSP II Coinvestment, L.P., respectively, payable as a make-whole amount equal to the sum of the interest that would have been paid in pay-in-kind Notes on the principal amount of Series B Notes from the last date interest was paid on such Series B Notes through and including March 31, 2015 (the "PIK Notes"). The make-whole amount is payable upon conversion of the Series B Notes in shares of Common Stock at a price per share equal to the conversion price of the Series B Notes. The PIK Notes are convertible into 62,636,958 and 5,330,129 shares of common stock, respectively.
2. See footnotes 1 through 3 of the original Form 3.
Remarks:
Exhibit 99 - Joint Filer Information
/s/ John Beczak, attorney-in-fact for David M. Rubenstein 10/25/2011
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
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                                                                    Exhibit 99.1

                             Joint Filer Information

Date of Event
Requiring Statement:     September 16, 2011

Issuer Name and Ticker
or Trading Symbol:       YRC Worldwide Inc. [ YRCW ]

Designated Filer:        DBD Cayman Holdings, Ltd.

Other Joint Filers:      DBD Cayman, Ltd.
                         TCG Holdings Cayman II, L.P.
                         TC Group Cayman Investment Holdings, L.P.
                         TC Group CSP II, L.L.C.
                         CSP II General Partner, L.P.
                         Carlyle Strategic Partners II, L.P.
                         CSP II Coinvestment, L.P.

Addresses:               The principal business address of each of DBD Cayman,
                         Ltd., TCG Holdings Cayman II, L.P. and TC Group Cayman
                         Investment Holdings, L.P. is c/o Walkers Corporate
                         Services Limited, Walker House, 87 Mary Street,
                         George Town, Grand Cayman KY1-9001, Cayman Islands.

                         The principal business address of each of  TC Group
                         CSP II, L.L.C., CSP II General Partner, L.P., Carlyle
                         Strategic Partners II, L.P. and CSP II Coinvestment,
                         L.P. is c/o The Carlyle Group, 1001 Pennsylvania Ave.,
                         N.W., Suite 220 South, Washington, DC 20004-2505.

Signatures:

Dated: October 24, 2011
                         DBD Cayman Holdings, Ltd.

                         by:    /s/ John Beczak,
                                ----------------
                                attorney in fact for David M.Rubenstein
                                ---------------------------------------
                         Name:  David M.Rubenstein
                         Title: Ordinary Member

                         DBD Cayman, Ltd.

                         by: DBD Cayman Holdings, Ltd., its sole shareholder

                         by:    /s/ John Beczak,
                                ----------------
                                attorney in fact for David M. Rubenstein
                                ----------------------------------------
                         Name:  David M. Rubenstein
                         Title: Ordinary Member

                         TCG Holdings Cayman II, L.P.

                         by: DBD Cayman, Ltd., its general partner
                         by: DBD Cayman Holdings, Ltd., its sole shareholder

                         by:    /s/ John Beczak,
                                ----------------
                                attorney in fact for David M. Rubenstein
                                ----------------------------------------
                         Name:  David M. Rubenstein
                         Title: Ordinary Member

                         TC Group Cayman Investment Holdings, L.P.

                         by: TCG Holdings Cayman II, L.P., its general partner
                         by: DBD Cayman, Ltd., its general partner
                         by: DBD Cayman Holdings, Ltd., its sole shareholder

                         by:    /s/ John Beczak,
                                ---------------
                                attorney in fact for David M. Rubenstein
                                ----------------------------------------
                         Name:  David M. Rubenstein
                         Title: Ordinary Member

                         TC Group CSP II, L.L.C.

                         by: TC Group Cayman Investment Holdings, L.P., its
                             managing member
                         by: TCG Holdings Cayman II, L.P., its general partner
                         by: DBD Cayman, Ltd., its general partner
                         by: DBD Cayman Holdings, Ltd., its sole shareholder

                         by:    /s/ John Beczak,
                                ---------------
                                attorney in fact for David M. Rubenstein
                                ----------------------------------------
                         Name:  David M. Rubenstein
                         Title: Ordinary Member

                         CSP II General Partner, L.P.

                         by: TC Group CSP II, L.L.C., its general partner
                         by: TC Group Cayman Investment Holdings, L.P., its
                             managing member
                         by: TCG Holdings Cayman II, L.P., its general partner
                         by: DBD Cayman, Ltd., its general partner
                         by: DBD Cayman Holdings, Ltd., its sole shareholder

                         by:    /s/ John Beczak,
                                ----------------
                                attorney in fact for David M. Rubenstein
                                ----------------------------------------
                         Name:  David M. Rubenstein
                         Title: Ordinary Member

                         Carlyle Strategic Partners II, L.P.

                         by: CSP II General Partner, L.P., its general partner
                         by: TC Group CSP II, L.L.C., its general partner
                         by: TC Group Cayman Investment Holdings, L.P., its sole
                             shareholder
                         by: TCG Holdings Cayman II, L.P., its general partner
                         by: DBD Cayman, Ltd., its general partner
                         by: DBD Cayman Holdings, Ltd., its sole shareholder

                         by:    /s/ John Beczak,
                                ---------------
                                attorney in fact for David M. Rubenstein
                                ----------------------------------------
                         Name:  David M. Rubenstein
                         Title: Ordinary Member

                         CSP II Coinvestment, L.P.

                         by: CSP II General Partner, L.P., its general partner
                         by: TC Group CSP II, L.L.C., its general partner
                         by: TC Group Cayman Investment Holdings, L.P., its sole
                             shareholder
                         by: TCG Holdings Cayman II, L.P., its general partner
                         by: DBD Cayman, Ltd., its general partner
                         by: DBD Cayman Holdings, Ltd., its sole shareholder

                         by:    /s/ John Beczak,
                                ---------------
                                attorney in fact for David M. Rubenstein
                                ----------------------------------------
                         Name:  David M. Rubenstein
                         Title: Ordinary Member