SEC FORM 4/A SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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. Issuer Name and Ticker or Trading Symbol
YRC Worldwide Inc. [ YRCW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/05/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
12/07/2011
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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 429,843(5) I See Footnotes(1)(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
10% Series B Convertible Senior Secured Notes due 2015 $18.5334 12/05/2011 P 1,767,213 09/16/2011 03/31/2015 Common Stock 134,171(4)(5) $1,952,770 12,085,003 I See Footnotes(1)(2)(3)
10% Series B Convertible Senior Secured Notes due 2015 $18.5334 12/06/2011 P 1,169,467 09/16/2011 03/31/2015 Common Stock 88,789(4)(5) $1,286,414 13,254,470 I See Footnotes(1)(2)(3)
10% Series B Convertible Senior Secured Notes due 2015 $18.5334 12/06/2011 P 3,356,638 09/16/2011 03/31/2015 Common Stock 254,844(4)(5) $3,683,910 16,611,108 I See Footnotes(1)(2)(3)
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. Carlyle Strategic Partners II, L.P. and CSP II Coinvestment, L.P. are the record holders of 415,404 and 14,439 shares, respectively, of the Issuer's common stock and $15,590,544 and $1,020,564, respectively, in aggregate principal amount of the Issuer's 10% Series B Convertible Senior Secured Notes due 2015 (the "Series B Notes"). DBD Cayman Holdings, Ltd. exercises investment discretion and control over the shares and notes held by each of Carlyle Strategic Partners II, L.P. and CSP II Coinvestment, L.P. through its indirect subsidiary, CSP II General Partner, L.P., which is the general partner of each of Carlyle Strategic Partners II, L.P. and CSP II Coinvestment, L.P.
2. DBD Cayman Holdings, Ltd. is the sole shareholder of DBD Cayman, Ltd. DBD Cayman, Ltd. is the general partner of TCG Holdings Cayman II, L.P. TCG Holdings Cayman II, L.P. is the general partner of TC Group Cayman Investment Holdings, L.P. TC Group Cayman Investment Holdings, L.P. is the managing member of TC Group CSP II, L.L.C. TC Group CSP II, L.L.C. is the general partner of CSP II General Partner, L.P. Accordingly, each of DBD Cayman Holdings, Ltd., DBD Cayman, Ltd., TCG Holdings Cayman II, L.P., TC Group Cayman Investment Holdings, L.P., TC Group CSP II, L.L.C. and CSP II General Partner, L.P. may be deemed to be beneficial owners of the shares and notes held of record by Carlyle Strategic Partners II, L.P. and CSP II Coinvestment, L.P. Each entity expressly disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein.
3. DBD Cayman Holdings, Ltd. is controlled by its ordinary members, and all action relating to the voting or disposition of the shares and notes requires approval of a majority of the ordinary members. William E. Conway, Jr., Daniel A. D'Aniello and David M. Rubenstein, as the ordinary members of DBD Cayman Holdings, Ltd., may be deemed to share beneficial ownership of shares and notes beneficially owned by DBD Cayman Holdings, Ltd. Such individuals expressly disclaim any such beneficial ownership.
4. Includes Series B Notes 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.
5. This Form 4 is being amended to reflect the reverse stock split of the Issuer's common stock at a ratio of one-for-three hundred, effective December 2, 2011. The original Form 4 reported the pre-split share amounts.
Remarks:
Exhibit List Exhibit 99 - Joint Filer Information
/s/ John Beczak, attorney-in-fact for David M. Rubenstein 12/09/2011
** 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 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).
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:       December 5, 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: December 9, 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