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 *
  Catalyst Fund Limited Partnership II
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)
77 KING STREET WEST, SUITE 4320, P.O. BOX 212
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)
09/26/2011
(Street)

TORONTO, A6 M5K 1J3
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 90,258,526
D (1) (2)
 

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 A Convertible Senior Secured Notes due 2015 (3) 07/22/2013 03/31/2015 Common Stock 102,819,350 $ 0.1134 D (1) (2)  
10% Series B Convertible Senior Secured Notes due 2015 (4) 09/16/2011 03/31/2015 Common Stock (5) (6) $ 0.0618 D (1) (2)  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Catalyst Fund Limited Partnership II
77 KING STREET WEST, SUITE 4320
P.O. BOX 212
TORONTO, A6 M5K 1J3
    X    
Catalyst Fund General Partner II Inc.
77 KING STREET WEST, SUITE 4320
P.O. BOX 212
TORONTO, A6 M5K 1J3
    X    
CCGI Holdings II Inc.
77 KING STREET WEST, SUITE 4320
P.O. BOX 212
TORONTO, A6 M5K 1J3
    X    
Catalyst Capital Group Inc.
77 KING STREET WEST, SUITE 4320
P.O. BOX 212
TORONTO, A6 M5K 1J3
    X    
Glassman Newton
77 KING STREET WEST, SUITE 4320
P.O. BOX 212
TORONTO, A6 M5K 1J3
    X    
de Alba Gabriel
77 KING STREET WEST, SUITE 4320
P.O. BOX 212
TORONTO, A6 M5K 1J3
    X    
Levin Jonathan A.
77 KING STREET WEST, SUITE 4320
P.O. BOX 212
TORONTO, A6 M5K 1J3
    X    

Signatures

/s/ Newton Glassman, Director, on behalf of Catalyst Fund General Partner II Inc., on behalf of Catalyst Fund Limited Partnership II 10/21/2011
**Signature of Reporting Person Date

/s/ Newton Glassman, Director, on behalf of Catalyst Fund General Partner II Inc. 10/21/2011
**Signature of Reporting Person Date

/s/ Newton Glassman, Director, on behalf of CCGI Holdings II Inc. 10/21/2011
**Signature of Reporting Person Date

/s/ Newton Glassman, President/Managing Partner/Director, on behalf of The Catalyst Capital Group Inc. 10/21/2011
**Signature of Reporting Person Date

/s/ Newton Glassman 10/21/2011
**Signature of Reporting Person Date

/s/ Gabriel de Alba 10/21/2011
**Signature of Reporting Person Date

/s/ Jonathan A. Levin 10/21/2011
**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 persons disclaim beneficial ownership of these shares except to the extent of the reporting persons' pecuniary interest in the shares.
(2) Catalyst Fund Limited Partnership II, directly beneficially owns these shares; Catalyst Fund General Partner II Inc. indirectly beneficially owns these shares, is the general partner of Catalyst Fund Limited Partnership II and has the power to direct the affairs of Catalyst Fund Limited Partnership II; Catalyst Fund General Partner II Inc. is a wholly-owned sub of CCGI Holdings II Inc., and CCGI Holdings II Inc. indirectly beneficially owns the shares through its ownership of Catalyst Fund General Partner II Inc.; The Catalyst Capital Group Inc. serves as the manager of Catalyst Fund Limited Partnership II and has the power to direct the affairs of Catalyst Fund Limited Partnership II; and Newton Glassman, Gabriel de Alba and Jonathan A. Levin are the officers and Newton Glassman is the director of The Catalyst Capital Group Inc. and Newton Glassman and Gabriel de Alba are President & Managing Partner and Managing Director & Partner, respectively, of The Catalyst Capital Group Inc.
(3) The reporting persons currently holds $9,583,135 in aggregate principal amount of Series A Notes.
(4) The reporting persons currently holds $7,087,878 in aggregate principal amount of Series B Notes.
(5) The Series B Notes reported herein are currently convertible into 114,731,482 shares of Common Stock. An additional 49,756,632 shares of Common Stock in the aggregate are issuable pursuant to the Series B Notes, either upon conversion of the PIK Notes (as defined below) or as Make-Whole Shares (as defined below).
(6) Interest on the Series B Notes is payable in-kind through the issuance of additional Series B Notes (the "PIK Notes"), which PIK Notes will be convertible into Common Stock on the same terms as the Series B Notes. Upon conversion of the Series B Notes, holders of the Series B Notes will receive a make whole amount equal to the sum of the interest that would have been paid in PIK Notes on the principal amount of Series B Notes being converted from the last date interest was paid on such Series B Notes through and including March 31, 2015. The make-whole amount is payable in shares of Common Stock (the "Make-Whole Shares") at a price per share equal to the conversion price of the Series B Notes.

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