NEW ISSUE—BOOK-ENTRY ONLY RATINGS: S&P: "AA+" Moody's: "Aa2" Fitch: "AA" See "RATINGS" In the opinion of Butler Snow LLP, Bond Counsel, assuming continuous compliance with certain covenants described herein, interest on the Bonds is excludable from gross income under federal income tax laws pursuant to Section 103 of the Internal Revenue Code of 1986, as amended to the date of delivery of the Bonds (the "Tax Code"), interest on the Bonds is excludable from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code, except that such interest is required to be included in calculating the "adjusted current earnings" adjustment applicable to corporations for purposes of computing the alternative minimum taxable income of corporations, and interest on the Bonds is excludable from Colorado taxable income and Colorado alternative minimum taxable income under Colorado income tax laws in effect on the date of delivery of the Bonds as described herein. See "TAX MATTERS." $82,895,000 REGIONAL TRANSPORTATION DISTRICT (Colorado) Sales Tax Revenue Bonds (FasTracks Project) Series 2017A Dated: Date of Delivery Due: November 1, as shown below The Sales Tax Revenue Bonds (FasTracks Project), Series 2017A (the "Bonds") are issued and secured pursuant to an Indenture of Trust dated the date of issuance (the "Indenture") between the Regional Transportation District (the "District" or "RTD") and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"). Interest on the Bonds is payable on May 1, 2017 and each May 1 and November 1 thereafter. The Bonds are issuable in registered form and are initially to be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"), as securities depository for the Bonds. Purchases by beneficial owners of the Bonds are to be made in book-entry form in the principal amount of $5,000 or any integral multiple thereof. Beneficial owners are not to receive certificates evidencing their interests in the Bonds. See "THE BONDS – Book-Entry Form." The Bonds mature, bear interest and are priced to yield as follows: MATURITY SCHEDULE(1) (CUSIP© 6-digit issue number: 759136(2)) Maturity Principal Interest (November 1) Amount Rate Price CUSIP©(2) 2018 $1,975,000 5.000% 106.772 TK0 2019 2,070,000 5.000 109.913 TL8 2020 2,175,000 5.000 112.617 TM6 2021 2,285,000 5.000 114.830 TN4 2022 2,455,000 5.000 116.732 TP9 2023 2,575,000 5.000 118.007 TQ7 2024 2,705,000 5.000 119.206 TR5 2025 2,840,000 5.000 120.220 TS3 2026 2,985,000 5.000 121.209 TT1 2027 3,130,000 5.000 120.156 C TU8 2028 3,290,000 5.000 118.832 C TV6 2029 3,455,000 5.000 117.989 C TW4 2030 3,625,000 5.000 117.247 C TX2 2031 3,805,000 5.000 116.510 C TY0 2032 3,995,000 5.000 115.960 C TZ7 2033 4,195,000 5.000 115.414 C UA0 2034 4,405,000 5.000 114.871 C UB8 2035 4,625,000 4.000 103.092 C UC6 2036 4,810,000 5.000 114.062 C UD4 2037 5,050,000 3.625 097.640 UE2 $16,445,000 of 5.000% Term Bond due November 1, 2040 – Price: 113.527 C (CUSIP©: UF9(2)) (1) This information is provided by the Municipal Advisor. (2) None of RTD, the Municipal Advisor or the Underwriters takes any responsibility for the accuracy of CUSIP numbers, which are included solely for the convenience of the owners of the Bonds. The CUSIP number for any maturity of the Bonds may be changed after the issuance of the Bonds as the result of various subsequent actions, including, without limitation, a refunding of all or a portion of such maturity or the procurement of secondary market insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Bonds. c Priced to the first call date of November 1, 2026 at par. The Bonds are subject to redemption prior to their respective maturity dates as more fully described in "THE BONDS – Prior Redemption." The Bonds are issued for the purpose of (a) retiring, discharging and cancelling the DUSPA Bond (as defined and further described herein, the "Project") and (b) funding costs of issuance of the Bonds. See "PLAN OF FINANCE." The Bonds are special and limited obligations of the District payable solely from and secured by (a) a non-exclusive first lien upon the revenues received by the District from its 0.4% sales tax, (b) a non-exclusive subordinate lien upon the revenues received by the District from an additional 0.6% sales tax and (c) proceeds of the Bonds and other legally available moneys and investments held in certain funds created under the Indenture. The Bonds do not constitute a general obligation of the District within the meaning of any constitutional or statutory debt limitation or provision and are not payable in whole or in part from the proceeds of ad valorem property taxes. See "SECURITY FOR THE BONDS." The purchase and ownership of the Bonds involves investment risk. Prospective purchasers should give particular attention to the matters discussed under "RISK FACTORS." This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors should read this entire Official Statement to obtain information essential to making an informed investment decision. The Bonds are offered when, as and if executed and delivered and accepted by the Underwriters and subject to the approving legal opinion of Butler Snow LLP, Denver, Colorado, as Bond Counsel, and to certain other conditions. Hogan Lovells US LLP, Denver, Colorado, has acted as Disclosure Counsel to the District in connection with the Official Statement. Certain legal matters will be passed upon for the District by its General Counsel, Rolf Asphaug, Esq., and for the Underwriters by Kutak Rock LLP, Denver, Colorado. FirstSouthwest, a Division of Hilltop Securities Inc., is serving as Municipal Advisor to the District in connection with the issuance of the Bonds. It is expected that the Bonds in book-entry form will be available for deposit with and delivery to DTC on or about February 3, 2017. PIPER JAFFRAY & CO. STIFEL D.A. DAVIDSON HARVESTONS SECURITIES INC. The date of this Official Statement is January 26, 2017. © Copyright 2017 CUSIP Global Services. CUSIP is a registered trademark of the American Bankers Association. CUSIP Global Services is managed on behalf of the American Bankers Association by S&P Global Market Intelligence. No dealer, salesman or other person has been authorized to give any information or to make any representation with respect to the Bonds that is not contained in this Official Statement and, if given or made, such other information or representation must not be relied upon as having been authorized by the District, FirstSouthwest, a Division of Hilltop Securities Inc. (the "Municipal Advisor") or the underwriters listed on the cover hereof (collectively, the "Underwriters"). The information contained in this Official Statement is subject to change, and neither the delivery of this Official Statement nor any sale made after any such delivery creates any implication that there has been no change since the date of this Official Statement. This Official Statement does not constitute an offer to sell or the solicitation of any offer to buy, and there is to be no sale of any of, the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation, or sale. The information set forth herein has been furnished by the District and includes information obtained from other sources, all of which are believed to be reliable. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the District since the date hereof. Such information and expressions of opinion are made for the purpose of providing information to prospective investors and are not to be used for any other purpose or relied on by any other party. The order and placement of materials in this Official Statement, including the appendices, are not to be deemed a determination of relevance, materiality or importance, and this Official Statement including the appendices, must be considered in its entirety. The captions and headings in this Official Statement are for convenience only and in no way define, limit or describe the scope or intent, or affect the meaning or construction, of any provisions or sections of this Official Statement. The offering of the Bonds is made only by means of this entire Official Statement. The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. In connection with the offering of the Bonds, the Underwriters may overallot or effect transactions which stabilize or maintain the market price of such Bonds at levels above those which might otherwise prevail in the open market. Such stabilization, if commenced, may be discontinued at any time.