0001209191-13-048144.txt : 20131011 0001209191-13-048144.hdr.sgml : 20131011 20131011134737 ACCESSION NUMBER: 0001209191-13-048144 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131009 FILED AS OF DATE: 20131011 DATE AS OF CHANGE: 20131011 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: McDonough Keith A. CENTRAL INDEX KEY: 0001476479 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34536 FILM NUMBER: 131147616 MAIL ADDRESS: STREET 1: 800 COMMONWEALTH DRIVE STREET 2: SUITE 100 CITY: WARRENDALE STATE: PA ZIP: 15086 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2013-10-09 0 0001471458 rue21, inc. RUE 0001476479 McDonough Keith A. RUE21, INC. 800 COMMONWEALTH DR WARRENDALE PA 15086 0 1 0 0 Sr. VP and CFO Common Stock 2013-10-09 4 J 1 5953 42.00 D 22068 D Common Stock 2013-10-09 4 M 0 9130 8.00 A 31198 D Common Stock 2013-10-09 4 M 0 28655 11.80 A 59583 D Common Stock 2013-10-10 4 D 0 59583 42.00 D 0 D Stock Options 8.00 2013-10-09 4 M 0 9130 0.00 D 2012-01-04 2018-01-04 Common Stock 9130 0 D Stock Options 11.80 2013-10-09 4 M 0 28655 0.00 D 2013-07-24 2019-07-24 Common Stock 28655 826 D Stock Options 11.80 2013-10-10 4 D 0 826 30.20 D 2019-07-24 Common Stock 826 0 D Stock Options 34.27 2013-10-10 4 D 0 20000 7.73 D 2020-04-05 Common Stock 20000 0 D Stock Options 30.12 2013-10-10 4 D 0 17500 11.88 D 2021-05-01 Common Stock 17500 0 D Stock Options 27.26 2013-10-10 4 D 0 7500 14.74 D 2022-03-19 Common Stock 7500 0 D Stock Options 27.79 2013-10-10 4 D 0 11576 14.21 D 2023-03-26 Common Stock 11576 0 D Restricted Stock Units 2013-10-10 4 D 0 2500 42.00 D Common Stock 2500 0 D Pursuant to the Contribution Agreement by and among Rhodes Holdco, Inc. ("Parent"), Rhodes Holdings, L.P. ("Holdco"), and the Reporting Person, dated as of October 9, 2013, the Reporting Person contributed these shares of Common Stock to Holdco in exchange for limited partnership units in Holdco. Each of the shares of Common Stock contributed to Holdco was valued at $42 in the transaction. Pursuant to the Agreement and Plan of Merger by and among rue21, inc., Parent, and Rhodes Merger Sub, Inc., dated as of May 23, 2013 (the "Merger Agreement"), on the effective date of the merger contemplated by the Merger Agreement (the "Merger"), each of these shares of Common Stock, restricted stock units, and earned performance share units was automatically converted into the right to receive a cash payment of $42.00. Pursuant to the Merger Agreement, on the effective date of the Merger, each of these Stock Options, whether vested or unvested, was cancelled in exchange for a cash payment representing the excess of $42.00 over the exercise price of the Stock Option. Pursuant to the Merger Agreement, on the effective date of the Merger, each of these unvested Restricted Stock Units previously reported on Table II was cancelled in exchange for a cash payment of $42.00. Each of these unvested Restricted Stock Units previously reported on Table II represented a contingent right to receive one share of Common Stock. /s/ Stacy Siegal, Attorney-in-Fact 2013-10-11