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 *
  DBD Cayman Holdings, Ltd.
2. Date of Event Requiring Statement (Month/Day/Year)
09/16/2011
3. Issuer Name and Ticker or Trading Symbol
YRC Worldwide Inc. [YRCW]
(Last)
(First)
(Middle)
C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE, NW SUITE 220 S
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)
10/05/2011
(Street)

WASHINGTON, DC 20004
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)

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)
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)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DBD Cayman Holdings, Ltd.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE, NW SUITE 220 S
WASHINGTON, DC 20004
    X    
DBD Cayman, Ltd.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., NW, SUITE 220 S
WASHINGTON, DC 20004
    X    
TCG HOLDINGS CAYMAN II, L.P.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., NW, SUITE 220 S
WASHINGTON, DC 20004
    X    
TC Group Cayman Investment Holdings, L.P.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., NW, SUITE 220 S
WASHINGTON, DC 20004
    X    
TC Group CSP II, LLC
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE, NW SUITE 220 S
WASHINGTON, DC 20004
    X    
CSP II General Partner, LP
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE, NW SUITE 220 S
WASHINGTON, DC 20004
    X    
Carlyle Strategic Partners II LP
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE, NW SUITE 220 S
WASHINGTON, DC 20004
    X    
CSP II COINVESTMENT, L.P.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE, NW SUITE 220 S
WASHINGTON, DC 20004
    X    

Signatures

/s/ John Beczak, attorney-in-fact for David M. Rubenstein 10/25/2011
**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 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

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