0000904454-13-001109.txt : 20131015 0000904454-13-001109.hdr.sgml : 20131014 20131015145855 ACCESSION NUMBER: 0000904454-13-001109 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131010 FILED AS OF DATE: 20131015 DATE AS OF CHANGE: 20131015 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: rue21, inc. CENTRAL INDEX KEY: 0001471458 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 251311645 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 800 COMMONWEALTH DRIVE, SUITE 100 CITY: WARRENDALE STATE: PA ZIP: 15086 BUSINESS PHONE: 724-776-9780 MAIL ADDRESS: STREET 1: 800 COMMONWEALTH DRIVE, SUITE 100 CITY: WARRENDALE STATE: PA ZIP: 15086 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KARP ALLAN W CENTRAL INDEX KEY: 0001024680 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34536 FILM NUMBER: 131151702 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVE STREET 2: C/O DAVIS POLK & WARDWELL CITY: NEW YORK STATE: NY ZIP: 10017 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2013-10-10 1 0001471458 rue21, inc. RUE 0001024680 KARP ALLAN W C/O KARPREILLY LLC 104 FIELD POINT ROAD, 2ND FLOOR GREENWICH CT 06830 0 0 1 0 Common Stock 2013-10-10 4 J 0 7091918 42.00 D 0 I By SKM Funds Shares disposed of pursuant to the Agreement and Plan of Merger, dated as of May 23, 2013, by and among Rhodes Holdco, Inc., Rhodes Merger Sub, Inc. and the Issuer, pursuant to which Rhodes Merger Sub, Inc. merged with and into the Issuer (the "Merger") and each share of Common Stock of the Issuer outstanding immediately prior to the effective time of the Merger was converted into the right to receive $42.00 per share in cash. Owned by SKM Equity Fund II, L.P. and SKM Investment Fund II (together, the "SKM Funds"). SKM Equity Fund II, L.P. directly beneficially owns 6,952,861 shares of Common Stock and SKM Investment Fund II directly beneficially owns 139,057 shares of Common Stock. The Reporting Person is a Managing Member of Saunders Karp & Megrue Partners, LLC, the general partner of each of SKM Investment Fund II and SKM Partners, L.P., which is the general partner of SKM Equity Fund II, L.P. As such, the Reporting Person may be deemed to have a shared voting and/or dispositive power over these shares. However, the Reporting Person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. /s/ Christopher K. Reilly, as agent for Allan W. Karp 2013-10-15