Carlyle Group Inc. — Director's Dealing 2014

Feb 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: YRC Worldwide Inc. (YRCW)
CIK: 0000716006
Period of Report: 2014-01-31

Reporting Person: Carlyle Group Management L.L.C. (10% Owner)
Reporting Person: Carlyle Group L.P. (10% Owner)
Reporting Person: Carlyle Holdings I GP Inc. (10% Owner)
Reporting Person: Carlyle Holdings I GP Sub L.L.C. (10% Owner)
Reporting Person: Carlyle Holdings I L.P. (10% Owner)
Reporting Person: TC Group, LLC (10% Owner)
Reporting Person: TC Group Sub L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-31	Common Stock	C	1386044	—	Acquired	1749789	Indirect
2014-01-31	Common Stock	P	2333333	$15.00	Acquired	4083122	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-31	10% Series B Convertible Senior Secured Notes due 2015	$	C	20190552	Disposed	2015-03-31	Common Stock (1386044)	Indirect

Footnotes

F1: Pursuant to an exchange agreement with the Issuer dated December 22, 2013, Carlyle Strategic Partners II, L.P. ("CSP II") and CSP II Coinvestment, L.P. ("CSP II Coinvest") agreed to exchange all of the 10% Series B Convertible Senior Secured Notes due 2015 (the "Series B Notes") held by them for an aggregate of 1,386,044 shares of Common Stock. The Series B Notes exchanged includes Series B PIK Notes issued to CSP II and CSP II Coinvest as pay-in-kind interest on the Series B Notes.

F2: Following all of the transactions reported herein, includes 1,652,412 shares of Common Stock held by Carlyle Strategic Partners II, L.P., 97,377 shares of Common Stock held by CSP II Coinvestment, L.P. and 2,333,333 shares of Common Stock held by CSP III AIV (Cayman), L.P.

F3: Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the sole shareholder of Carlyle Holdings I GP Inc., which is the managing member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which is the managing member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the managing member of TC Group CSP II, L.L.C., which is the general partner of 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.

F4: The Carlyle Group L.P. is also the managing member of Carlyle Holdings II GP L.L.C., which is the general partner of Carlyle Holdings II L.P., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole shareholder of CSP III AIV GP (Cayman), Ltd., which is the general partner of CSP III AIV General Partner (Cayman), L.P., which is the general partner of CSP III AIV (Cayman), L.P. These entities have filed a separate Form 3 reporting the acquisition of 2,333,333 shares of Common Stock acquired by CSP III AIV (Cayman), L.P.